Representations and Agreements of Holders. Each Holder of an Equity-Linked Security, by its acceptance thereof:
(a) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(b) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Separate Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Separate Purchase Contract or the Component Purchase Contract evidencing such Purchase Contract and to execute and deliver Units, and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(c) consents to, and agrees to be bound by, the terms and provisions hereof and thereof;
(d) represents that either (i) no portion of the assets used to acquire or hold the Units, Common Stock issuable upon the settlement of the Purchase Contracts or Notes constitutes assets of any (A) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (B) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any other U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or (C) entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements described in clauses (A) and (B) (each of the foregoing described in clause (A), (B) and (C) referred to as a “Plan”) or (ii) (A) the acquisition and holding of the Units, Common Stock issuable upon the settlement of the Purchase Contracts or Notes and any of its constituent parts will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws and (B) neither the Company, the underwriters in the offering of the Units or any of their respective Affiliates is, or is undertaking to be, a fiduciary with respect to the Plan in connection with the Plan’s acquisition, holding or disposition of the Units, Common Stock issuable upon settlement of the Purchase Contracts or Notes, as applicable; and
(e) agrees to the tax treatment provided for in Section 11.07.
Representations and Agreements of Holders. Each Holder of an Equity-Linked Security, by its acceptance thereof:
(a) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(b) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contract and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes;
(c) consents to, and agrees to be bound by the terms and provisions thereof; and
(d) agrees to the tax treatment provided for in Section 11.07.
Representations and Agreements of Holders. Each Holder of a Purchase Contract by its acceptance thereof:
(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf as its attorney-in-fact;
(ii) consents to the provisions hereof;
(iii) represents that its acquisition of the Purchase Contracts and its holding of the same satisfy the applicable fiduciary requirements of ERISA, if any, and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or that such acquisition otherwise will not result in a nonexempt prohibited transaction;
(iv) in the case of a Holder that holds a Unit, agrees, for United States tax purposes, to treat (1) a Unit as an investment unit composed of two separate instruments, in accordance with its form and (2) the Notes as indebtedness; and
(v) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each Holder of a Purchase Contract by its acceptance thereof:
(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf as its attorney-in-fact;
(ii) consents to the provisions hereof;
(iii) represents that its acquisition of the Purchase Contracts and its holding of the same satisfy the applicable fiduciary requirements of ERISA, if any, and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or that such acquisition otherwise will not result in a nonexempt prohibited transaction;
(iv) agrees that it will treat each Purchase Contract in its entirety as a forward contract for the delivery of the Common Stock, or other Reference Property, on the Mandatory Settlement Date (or on any Fundamental Change Early Settlement Date, Early Settlement Date, or Early Mandatory Settlement Date), under the terms of which contract, at settlement, the Company will deliver to the Holders the number of shares of Common Stock that such Holder is entitled to receive at that time pursuant to the terms of the Purchase Contracts; and
(v) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each Holder of an Equity-Linked Security by its acceptance thereof:
(i) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(ii) in the case of a Purchase Contract that is a component of a tMEDS, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contact and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes;
(iii) consents to the provisions hereof;
(iv) represents that its acquisition of such Equity-Linked Security and its holding of the same satisfy the applicable fiduciary requirements of ERISA, if any, and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or that such acquisition otherwise will not result in a nonexempt prohibited transaction;
(v) in the case of a Holder that holds a tMEDS, agrees with the tax and other treatment provided for in Section 10.07; and
(vi) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each Holder of an Equity-Linked Security by its acceptance thereof:
(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf as its attorney-in-fact;
(ii) consents to the provisions hereof;
(iii) agrees that it will treat each Purchase Contract in its entirety as a forward contract for the delivery of the Common Stock, or other Exchange Property, on the Mandatory Settlement Date (or on any Fundamental Change Early Settlement Date, Early Settlement Date, or Early Mandatory Settlement Date), under the terms of which contract, at settlement, the Company will deliver to the Holders the number of shares of Common Stock that such Holder is entitled to receive at that time pursuant to the terms of the Purchase Contracts;
(iv) in the case of a Holder that holds a Unit, agrees, for United States tax purposes, to treat (1) a Unit as an investment unit composed of two separate instruments, in accordance with its form and (2) the Notes as indebtedness; and
(v) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each purchaser, Holder and beneficial owner of Equity-Linked Securities by its acceptance thereof:
(i) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf, and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes, but such appointment shall not create or imply any fiduciary relationship between any Holder and the Purchase Contract Agent;
(ii) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Separate Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Separate Purchase Contract or the component Purchase Contract evidencing such Purchase Contract, and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
Representations and Agreements of Holders. Each Holder and beneficial owner of a Purchase Contract by its acceptance thereof:
(i) irrevocably authorizes the Purchase Contract Agent to enter into and perform this Agreement on its behalf as its attorney-in-fact;
(ii) consents to the provisions hereof;
(iii) represents and warrants that its acquisition, holding and subsequent settlement or disposition of the Purchase Contracts is consistent with its fiduciary duties, if any, under ERISA or Similar Law and will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Law;
(iv) in the case of a Holder that holds a Unit and, by acceptance of a beneficial ownership interest in a Unit, each beneficial owner of a beneficial interest in a Unit agrees, for United States federal, state and local tax purposes, to treat (1) a Unit as an investment unit composed of two separate instruments, in accordance with its form and (2) the Notes as indebtedness; and
(v) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each Holder of an Equity-Linked Security, by its acceptance thereof:
(i) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(ii) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contract and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes;
(iii) consents to the provisions hereof;
(iv) agrees with the tax treatment provided for in Section 11.07;
(v) agrees to the Section 382 Ownership Blocker and Section 382 Settlement Blocker and represents and warrants to the Company that it is in compliance with the ownership limitations of the Section 382 Ownership Blocker (which representation and warranty is part of the consideration for the issuance of such Equity-Linked Security); and
(vi) agrees to be bound by the terms and provisions thereof.
Representations and Agreements of Holders. Each Holder of an Equity-Linked Security, by its acceptance thereof:
(a) irrevocably authorizes and directs the Purchase Contract Agent to execute and deliver on its behalf and perform this Agreement on its behalf and appoints the Purchase Contract Agent as its attorney-in-fact for any and all such purposes;
(b) in the case of a Purchase Contract that is a component of a Unit, or that is evidenced by a Global Purchase Contract, irrevocably authorizes and directs the Purchase Contract Agent to execute, deliver and hold on its behalf the Global Purchase Contract or the Component Purchase Contract evidencing such Purchase Contract and appoints the Purchase Contract Agent its attorney-in-fact for any and all such purposes;
(c) consents to, and agrees to be bound by the terms and provisions thereof;
(d) agrees to the tax treatment provided for in Section 13.07; and
(e) represents and warrants that neither the Beneficial Holder nor, to the Beneficial Holder’s knowledge, any other Person, would become a “Substantial Shareholder” (as defined in the Amended Articles) as a result of the Beneficial Holder’s acquisition of Purchase Contracts (treating the Beneficial Holder and any such other Person as actually holding, solely for purposes of this representation, the number of shares of Common Stock that would be received upon settlement at the Maximum Settlement Rate of all Purchase Contracts acquired or beneficially owned by the Beneficial Holder or any such other Person, as applicable, but treating all other Purchase Contracts as still unsettled), and, for the avoidance of doubt, taking into account the Beneficial Holder’s and any such other Person’s (i) current ownership of the Common Stock and any of the Utility’s preferred stock and (ii) other acquisitions of the Common Stock and any of the Utility’s preferred stock (if any) concurrent with or in connection with such Beneficial Holder’s acquisition of the Purchase Contracts.
