Common use of REESTABLISHMENT OF NORMAL UNITS Clause in Contracts

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, by: (i) depositing with the Collateral Agent Notes in a principal amount or the Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 4 contracts

Samples: Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD)

AutoNDA by SimpleDocs

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third business day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after the Remarketing Date (if such remarketing is successful) or any Subsequent Remarketing Date, or after a Tax Event Redemption, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 4 contracts

Samples: Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Share Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the first day of any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 3 contracts

Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD), Purchase Contract Agreement (Platinum Underwriters Holdings LTD), Purchase Contract Agreement (Platinum Underwriters Holdings LTD)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, by: (i) depositing with the Collateral Agent Notes in a principal amount or the Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's ’s security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 2 contracts

Samples: Purchase Contract Agreement (Lazard LTD), Purchase Contract Agreement (Lazard Group Finance LLC)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third business day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Northrop Grumman Corp /De/), Purchase Contract Agreement (Northrop Grumman Corp /De/)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the first day of any Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Household International Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount the Capital Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the second Business Day prior to the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, and ending, if there is a Failed Remarketing, on the second Business Day following the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be. If the remarketing is successful, the Holder may not reestablish Normal Units until the Business Day following the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be. Upon receipt of the Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after a successful remarketing, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit. (d) Holders who elect to reestablish Normal Units in accordance with this Section 3.14 shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of such re-establishment, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder reestablishing Normal Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Units or fails to deliver a Stripped Units Certificate to the Agent after depositing Capital Securities with the Collateral Agent, the Pledged Treasury Securities constituting a part of such Stripped Units, and any distributions on such Pledged Treasury Securities, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Units are so transferred or the Stripped Units Certificate is so delivered, as the case may be, or, with respect to a Stripped Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Appears in 1 contract

Samples: Purchase Contract Agreement (Prudential Financial Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (ia) depositing with the Collateral Agent Notes in a principal amount the Capital Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (iib) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third business day following such dates. Upon receipt of the Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, described in clause (ia) above and the instruction described in clause (iib) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after the Remarketing Date or any Subsequent Remarketing Date, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Metlife Capital Trust I)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then 33 comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Unumprovident Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (ia) depositing with the Collateral Agent Notes in a principal amount the Capital Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (iib) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third business day following such dates. Upon receipt of the Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, described in clause (ia) above and the instruction described in clause (iib) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units;

Appears in 1 contract

Samples: Purchase Contract Agreement (Metlife Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Except as otherwise provided in this Section 3.14, a Holder of Stripped Units may shall have the right to reestablish Normal Units at any time from and after the date of this Agreement and on or prior by (x) transferring to the thirteenth Business Day immediately preceding the Stock Purchase Date, by: (i) depositing with the Collateral Agent Notes or Applicable Ownership Interest (as defined in a principal amount or clause (A) of the definition of such term) in the Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units)Portfolio, as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units and (y) delivering such Stripped Units; and (ii) transferring such Stripped Units to the Purchase Contract Agent , accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit D hereto, to the Agent stating that the such Holder has transferred the relevant principal amount of Notes or Applicable Ownership Interests in the Treasury ConsiderationPortfolio to the Collateral Agent pursuant to this Section 3.14 and requesting that the Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Agent shall give such instruction to the Collateral Agent substantially in the form provided in Exhibit C; provided, however, that if a Tax Event Redemption or a successful Remarketing has occurred and the Treasury Portfolio has become a component of the Normal Units, Holders of Stripped Units may make such substitution only in integral multiples of Stripped Units such that the Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, at any time on or prior to the Business Day immediately preceding the Stock Purchase Date. Notwithstanding the foregoing, a Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 3.14 after 10:00 a.m. (New York City time): (i) on the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following such Initial Remarketing Date; (ii) on the fourth Business Day immediately preceding the first day of the Subsequent Remarketing Period beginning on June 16, 2005 or July 14, 2005 until the Business Day immediately following such Remarketing Period; and (iii) on the tenth Business Day immediately preceding the Stock Purchase Date. Upon receipt of the Notes or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to from such Holder and the Collateral Agent and requesting that instruction from the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped UnitAgent, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, shall release the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities from the PledgeSecurities, free and clear of the Company's any lien, pledge or security interest thereincreated under the Pledge Agreement to the Agent, and upon receipt thereof thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units.

Appears in 1 contract

Samples: Purchase Contract Agreement (Toys R Us Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount the Debentures or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Debentures or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third business day following such dates. Upon receipt of the Notes Debentures or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units.

Appears in 1 contract

Samples: Purchase Contract Agreement (Anthem Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth fourth Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount the Debentures or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Debentures or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third Business Day following such dates. Upon receipt of the Notes Debentures or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Solectron Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount the Capital Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the second Business Day prior to the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be, and ending, if there is a Failed Remarketing, on the second Business Day following the Initial Remarketing Period or any Subsequent Remarketing Period, as the case may be. If the remarketing is successful, the Holder may not reestablish Normal Units until the Business Day following the Initial Remarketing Date or any Subsequent Remarketing Date, as the case may be. Upon receipt of the Notes Capital Securities or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after a successful remarketing, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit. (d) Holders who elect to reestablish Normal Units in accordance with this Section 3.14 shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of such reestablishment, and the Company shall not be responsible for any such fees or expenses. (e) In the event a Holder reestablishing Normal Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the Stripped Units or fails to deliver a Stripped Units Certificate to the Agent after depositing Capital Securities or the appropriate Treasury Consideration with the Collateral Agent, the Pledged Treasury Securities constituting a part of such Stripped Units, and any distributions on such Pledged Treasury Securities, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Stripped Units are so transferred or the Stripped Units Certificate is so delivered, as the case may be, or, with respect to a Stripped Units Certificate, such Holder provides evidence satisfactory to the Company and the Agent that such Stripped Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

Appears in 1 contract

Samples: Purchase Contract Agreement (Prudential Financial Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to before the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: if a Tax Event has not occurred, by (ia) depositing with the Collateral Agent Notes in a principal amount the Trust Preferred Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (iib) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Trust Preferred Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the expiration of the third Business Day following such dates. Upon receipt of the Notes Trust Preferred Securities or the appropriate Treasury Consideration, as the case may be, described in clause (ia) above and the instruction described in clause (iib) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company to the Holder in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after the Remarketing Date, any Subsequent Remarketing Date or a Tax Event Redemption, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Raytheon Co/)

REESTABLISHMENT OF NORMAL UNITS. So long as no Special Event Redemption shall have occurred, then at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date: (a) A Holder of Stripped Units may shall have the right to reestablish Normal Units, consisting of the Purchase Contracts and Trust Preferred Securities, in integral multiples of 40 Normal Units at any time from and (or after a remarketing of the date of this Agreement and on or prior Trust Preferred Securities pursuant to the thirteenth Business Day immediately preceding Purchase Contract Agreement, consisting of the Stock Purchase Date, by: (i) depositing with Contracts and the Collateral Agent Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units)) in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000) by: (i) Transferring to the Securities Intermediary for credit to the Collateral Account the number of Trust Preferred Securities or the appropriate aggregate principal amount of Treasury Consideration then comprising the Normal Units, as the case may be, then comprising such number of Normal Units as is in a liquidation amount or an aggregate principal amount equal to the number value of such Stripped Unitsthe Pledged Treasury Securities to be released; and (ii) transferring delivering such Stripped Units to the Purchase Contract Agent accompanied by a notice Agent; and (iii) delivering to the Purchase Contract AgentAgent a written notice, substantially in the form of Exhibit D A hereto, (A) stating that the such Holder has transferred Transferred Trust Preferred Securities or Treasury Consideration to the relevant principal amount Securities Intermediary for the benefit of Notes the Collateral Agent pursuant clause (i) above and (B) requesting that the Purchase Contract Agent instruct the Securities Intermediary to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, and Transfer the same, free and clear of any lien, claim or encumbrance, to the Purchase Contract Agent for distribution to the Holder. (b) Upon confirmation that such Trust Preferred Securities or Treasury Consideration have been credited to the Collateral Account and notice from the Holder, the Purchase Contract Agent shall promptly deliver a written notice to the Collateral Agent and the Securities Intermediary, substantially in the form of Exhibit B hereto, requesting that the Collateral Agent cause the Securities Intermediary to promptly release from the Pledge such Treasury Securities and Transfer the same, free and clear of any lien, pledge or encumbrance, to the Purchase Contract Agent for distribution to the Holder. (c) Upon receipt of such Trust Preferred Securities or Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to notice from the Purchase Contract Agent, on behalf of the Holder, such Collateral Agent shall cause the Securities Intermediary to promptly release from the Pledge the Pledged Treasury Securities from and Transfer the Pledgesame, free and clear of the Company's security interest thereinany lien, and upon receipt thereof pledge or encumbrance, to the Purchase Contract Agent shall promptly:for distribution to such Holder.

Appears in 1 contract

Samples: Pledge Agreement (Teco Energy Inc)

AutoNDA by SimpleDocs

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Certificated Stripped Units bearing a Restricted Securities Legend shall, upon separation of the Pledged Treasury Security, result in the reestablishment of only certificated Normal Units bearing such legend and Stripped Units in the form of a Global Certificate shall, upon separation of the Pledged Treasury Security, result in the reestablishment of only Normal Units in the form of a Global Certificate. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's ’s security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Unumprovident Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Period [or any Subsequent Remarketing Date, as the case may be,] and ending on the third business day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units.

Appears in 1 contract

Samples: Purchase Contract Agreement (Motorola Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units Except as otherwise provided in this Section 3.14 at any time from and after the date of this Agreement and on or prior to 10:00 a.m. (New York City time) on the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, by: a Holder of Stripped Units shall have the right to reestablish Normal Units by (ix) depositing with transferring to the Collateral Agent Notes or Applicable Ownership Interest (as defined in a principal amount or clause (A) of the definition of such term) in the Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units)Portfolio, as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units and (y) delivering such Stripped Units; and (ii) transferring such Stripped Units to the Purchase Contract Agent , accompanied by a notice to the Purchase Contract Agentnotice, substantially in the form of Exhibit D hereto, to the Agent stating that the such Holder has transferred the relevant principal amount of Notes or Applicable Ownership Interests in the Treasury Consideration, as the case may be, Portfolio to the Collateral Agent pursuant to this Section 3.14 and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities underlying related to such Stripped UnitUnits, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, Agent substantially in the form provided in Exhibit C; provided, however, that if a Tax Event Redemption or a successful Remarketing has occurred and the Treasury Portfolio has become a component of Exhibit C heretothe Normal Units, Holders of Stripped Units may make such substitution only in integral multiples of _________, at any time on or prior to the Business Day immediately preceding the Stock Purchase Date; provided further, however, that such a Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 3.14 on or after 10:00 a.m. (New York City time) (i) on the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following such Initial Remarketing Date; (ii) during any subsequent Remarketing Period until the Business Day immediately following such Remarketing Period; and (iii) on or after 10:00 a.m. (New York City time) on the seventh Business Day immediately preceding the Stock Purchase Date. Upon receipt of the Notes or Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, described in clause (i) above from such Holder and the instruction described in clause (ii) abovefrom the Purchase Contract Agent, the Collateral Agent, in accordance with the terms of the Pledge Agreement, shall release the Collateral Agent will release Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created under the Pledge Agreement to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units.

Appears in 1 contract

Samples: Purchase Contract Agreement (Toys R Us Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and (i) on or prior to the thirteenth fifth Business Day immediately preceding the Stock Purchase Date, by: if a Tax Event Redemption has not occurred, and (iii) on or prior to the second Business Day immediately preceding the Stock Purchase Date, if a Tax Event Redemption has occurred, in each case, by (a) depositing with the Collateral Agent Notes in a principal amount the Preferred Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (iib) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Preferred Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the period beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending at 5:00 p.m., New York City time, on the third Business Day following such dates. Upon receipt of the Notes Preferred Securities or the appropriate Treasury Consideration, as the case may be, described in clause (ia) above and the instruction described in clause (iib) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the reestablishment occurs after a Tax Event Redemption has occurred or after the Remarketing Date or any Subsequent Remarketing Date, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Boise Cascade Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent the Notes in a principal amount or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to any Remarketing Period and ending on the third business day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury ConsiderationConsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. (b) Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 40 Stripped Units for 40 Normal Units or (ii) if the reestablishment occurs after the Remarketing Date (if such remarketing is successful) or any Subsequent Remarketing Date, or after a Tax Event Redemption, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. (c) Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ameren Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's ’s security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Unumprovident Corp)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to before the thirteenth second Business Day immediately preceding the Stock Purchase Contract Settlement Date, by: if a Special Event Redemption has not occurred, by (ia) depositing with the Collateral Agent Notes in a principal amount the Trust Preferred Securities or the appropriate Treasury Consideration (and identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (iib) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Trust Preferred Securities or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the expiration of the third Business Day following such dates. Upon receipt of the Notes Trust Preferred Securities or the appropriate Treasury Consideration, as the case may be, described in clause (ia) above and the instruction described in clause (iib) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the CompanyTECO's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly: (i) cancel the related Stripped Units; (ii) transfer the Pledged Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Normal Units Certificate executed by TECO to the Holder in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Stripped Units. Holders of Stripped Units may reestablish Normal Units (i) only in integral multiples of 40 Stripped Units for 40 Normal Units or (ii) if the reestablishment occurs after the Remarketing Date, any Subsequent Remarketing Date or a Special Event Redemption, only in integral multiples of Stripped Units such that the Treasury Consideration to be deposited and the Treasury Securities to be released are in integral multiples of $1,000. Except as provided in this Section 3.14, for so long as the Purchase Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Unit in respect of the Treasury Security and Purchase Contract comprising such Stripped Unit may be acquired, and may be transferred and exchanged, only as a Stripped Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Teco Energy Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth second Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount the Debentures or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes Debentures or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the periods beginning on the fourth Business Day prior to the Remarketing Date or any Subsequent Remarketing Date, as the case may be, and ending on the third business day following such dates. Upon receipt of the Notes Debentures or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Anthem Inc)

REESTABLISHMENT OF NORMAL UNITS. (a) A Holder of Stripped Units may reestablish Normal Units at any time from and after the date of this Agreement and on or prior to the thirteenth seventh Business Day immediately preceding the Stock Purchase Date, by: by (i) depositing with the Collateral Agent Notes in a principal amount or the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units), as the case may be, then comprising such number of Normal Units as is equal to the number of such Stripped Units; and Units and (ii) transferring such Stripped Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant principal amount of Notes or the appropriate Treasury Consideration, as the case may be, to the Collateral Agent and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Unit, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, with a copy of such instruction to the Company, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Normal Units during the period beginning on the fourth Business Day prior to the first day of the first or second Remarketing Period and ending on the third Business Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration, as the case may be, described in clause (i) above and the instruction described in clause (ii) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract Agent, on behalf of the Holder, such Pledged Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Purchase Contract Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Union Planters Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!