Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 5 contracts
Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (Nextera Energy Inc)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 5 contracts
Samples: Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Unit Equity Units representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Forward Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 4 contracts
Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agent (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 4 contracts
Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/), Purchase Contract and Pledge Agreement (Exelon Corp), Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 4 contracts
Samples: Purchase Contract Agreement (Ameren Capital Trust Ii), Purchase Contract Agreement (Pinnacle West Capital Corp), Purchase Contract Agreement (Ameren Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 4 contracts
Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Senior Notes underlying the Applicable Ownership Interests in Senior Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/40 or 2.5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 4 contracts
Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPC Units Certificate shall evidence the number of Corporate SPC Units specified therein, with each such Corporate SPC Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one [Preferred Security,] Note having a [liquidation] [principal] amount of [$25] [or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, ,] subject to the Pledge of such Applicable Ownership Interest in Debentures [Preferred Security,] Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate SPC Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the [Preferred Security,] Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ,] forming a part of such Corporate SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such [Preferred Security,] Note [or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury Unit SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 5% [1/40] undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (Pp&l Capital Funding Trust I), Purchase Contract Agreement (Pp&l Capital Funding Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth PRIDES Certificates shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Cendant Capital V), Form of Purchase Contract Agreement (Cendant Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interests in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article XI hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Debentures, or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as Applicable Ownership Interests in the case may be, Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as Applicable Ownership Interests in the case may be, for the benefit of the Company, Treasury Portfolio) to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Debentures underlying the Applicable Ownership Interests in Debentures by delivering such Debentures indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle XI, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Unit Equity Units Certificate representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Forward Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Forward Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Forward Purchase Contract, such Forward Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 3 contracts
Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (Aep Capital Trust Iii)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Stock Purchase Units Certificate shall evidence the number of Corporate Stock Purchase Units specified therein, with each such Corporate Stock Purchase Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a [Subordinated] Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Stock Purchase Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the [Subordinated] Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Stock Purchase Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such [Subordinated] Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Stock Purchase Unit pursuant to Section 3.13, each Treasury Unit Stock Purchase Units Certificate shall evidence the number of Treasury Stock Purchase Units specified therein, with each such Treasury Stock Purchase Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Cinergy Corp), Purchase Contract Agreement (Cc Funding Trust Ii), Purchase Contract Agreement (International Paper Co /New/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Debt Security or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Debt Security or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate or a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Ohio Casualty Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debenture or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debenture or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debenture or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a [1/20], or [5% %], undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 3 contracts
Samples: Purchase Contract Agreement (FPL Group Capital Inc), Purchase Contract Agreement (FPL Group Trust II), Purchase Contract Agreement (FPL Group Capital Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest (a) a 1/20th, or 5%, undivided beneficial interest in Debentures a Senior Note with a principal amount at maturity of $1,000 or an Applicable Ownership Interest (b) if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Senior Note or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit PIES pursuant to Section 3.13, each Treasury Unit PIES Certificate shall evidence the number of Treasury Units PIES specified therein, with each such Treasury Unit PIES representing (1) the ownership by the Holder thereof of a 5% 1/20th undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit PIES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit Corporate PIES Certificate or a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/), Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PEPS Units Certificate shall evidence the number of Corporate PEPS Units specified therein, with each such Corporate PEPS Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Senior Deferrable Note or the [Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio], as the case may be, subject to the Pledge of such Preferred Security, such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate PEPS Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Preferred Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote Senior Note or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.the
Appears in 2 contracts
Samples: Purchase Contract Agreement (Vec Trust Ii), Purchase Contract Agreement (Valero Energy Corp/Tx)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an the Pledged Applicable Ownership Interest Interests in Debentures Mandatory Convertible Preferred Stock or an the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge in respect of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Mandatory Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePortfolio, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Mandatory Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Transfer Agent, has, on the date hereof, delivered to the Purchase Contract Agent, on behalf of the Holders of Corporate Units, the Applicable Ownership Interests in Mandatory Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.133.12(a), each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/10 undivided beneficial ownership interest in a one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase of shares of Common Stock under each Stock. The Purchase ContractContracts shall not, such Purchase Contract shall not prior to the settlement thereof, entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Note, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Keyspan Trust I), Purchase Contract Agreement (Keyspan Trust Iii)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Senior Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Notes or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, ) to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Senior Notes underlying the Applicable Ownership Interests in Senior Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Entergy Mississippi Inc), Purchase Contract and Pledge Agreement (Entergy Corp /De/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Laclede Group Inc), Purchase Contract and Pledge Agreement (Laclede Gas Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition definitions of such termApplicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition definitions of such term)Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Great Plains Energy Inc), Purchase Contract and Pledge Agreement (Great Plains Energy Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Baxter International Inc), Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified thereinin it, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Debenture, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof of such Certificate and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture forming a part of such Corporate Unit, Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture for the benefit of the Company, to secure the obligation of the Holder under one such Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury Unit Certificate shall evidence the number of Treasury Units specified in it, with each such Treasury Unit representing the ownership by the Holder of such Certificate of a beneficial interest in a Treasury Security with a principal amount at maturity equal to $1,000.00, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder of such Unit and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights as a stockholder of the Company. <4>To be determined at the time the Purchase Contract Agreement is executed and delivered.
Appears in 2 contracts
Samples: Purchase Contract Agreement (New Nisource Inc), Purchase Contract Agreement (New Nisource Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Dte Energy Co), Purchase Contract and Pledge Agreement (Anthem, Inc.)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge AgreementAgreement and the Indenture, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge AgreementAgreement and the Indenture, each Applicable Ownership Interest in Debentures the Note or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Toys R Us Inc), Purchase Contract Agreement (Toys R Us Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Normal MCAPS Certificate shall evidence the number of Corporate Units Normal MCAPS specified therein, with each such Corporate Unit Normal MCAPS representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Trust Preferred Security, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Trust Preferred Security by such Holder pursuant to the Pledge Collateral Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Normal MCAPS, to pledge, pursuant to the Pledge Collateral Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Trust Preferred Security forming a part of such Corporate UnitNormal MCAPS, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Trust Preferred Security to secure the obligation of the Holder under one each Stock Purchase Contract to purchase the Common StockDepositary Shares. Upon the formation of a Treasury Unit MCAPS pursuant to Section 3.13, each Treasury Unit MCAPS Certificate shall evidence the number of Treasury Units MCAPS specified therein, with each such Treasury Unit MCAPS representing (1) the ownership by the Holder thereof of one Qualifying Treasury Security with a 5% undivided beneficial interest in a Treasury Securityprincipal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Collateral Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Stock Purchase Contract. The Stock Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall MCAPS, to pledge, pursuant to the Pledge Collateral Agreement, each undivided beneficial such Holder’s interest in a the Qualifying Treasury Security forming a part of such Treasury Unit, MCAPS (and any Qualifying Treasury Security subsequently purchased by the Collateral Agent on behalf of the Holder of such Treasury MCAPS with the proceeds of any maturing Qualifying Treasury Security prior to the Stock Purchase Date) to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Qualifying Treasury Security for (and any Qualifying Treasury Security subsequently purchased by the benefit Collateral Agent on behalf of the Company, Holder of such Treasury MCAPS with the proceeds of any maturing Qualifying Treasury Security prior to the Stock Purchase Date) Treasury Security to secure the obligation of the Holder under one each Stock Purchase Contract to purchase the Common StockDepositary Shares. Prior to the purchase of shares of Common Stock Depositary Shares under each Stock Purchase Contract, such Stock Purchase Contract shall not entitle the Holder of a Unit an MCAPS to any of the rights of a holder of shares of Common StockDepositary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.
Appears in 2 contracts
Samples: Stock Purchase Contract Agreement (Lehman Brothers Holdings Inc), Stock Purchase Contract Agreement (Lehman Brothers Holdings Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures the Debt Securities or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Securities or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof thereof, prior to the First Purchase Contract Settlement Date, of a 5% 1/40 undivided beneficial interest in both a 3-Year Treasury Security and a 4- Year Treasury Security and, on and after the First Purchase Contract Settlement Date, of a 1/40 undivided beneficial interest in a 4-Year Treasury Security, and each subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Texas Utilities Co /Tx/), Purchase Contract Agreement (Texas Utilities Co /Tx/)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Equity Security Units Certificate shall evidence the number of Corporate Equity Security Units specified therein, with each such Corporate Unit Equity Security Units Certificate representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note, the Treasury Consideration or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, such Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Security Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note, the Treasury Consideration or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitEquity Security Units, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Note, such Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Equity Security Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (El Paso Corp/De), Purchase Contract Agreement (El Paso Corp/De)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Amerus Group Co/Ia), Purchase Contract Agreement (Amerus Group Co/Ia)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank to the Securities Intermediary to be held by the Securities Intermediary in accordance with the terms hereof. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20 or 5% undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc), Purchase Contract and Pledge Agreement (South Jersey Industries Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge AgreementApplicable Ownership Interest in Debentures, each or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Debentures underlying the Applicable Ownership Interests in Debentures. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/20 or 5.0% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co), Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1i) the ownership by the Holder thereof of an Applicable Ownership Interest (A) a 1/40, or 2.5%, undivided beneficial interest in Debentures $1,000 aggregate principal amount of Debt Securities or an (B)(1) the Applicable Ownership Interest in the appropriate Treasury Portfolio, as and (2) following a successful remarketing of the case may beDebt Securities during the Period For Early Remarketing if the Reset Date occurs on a date that is not also a Payment Date, subject prior to the Payment Date next following the Reset Date, the right to receive the interest accrued on a 1/40, or 2.5%, undivided beneficial ownership interest in $1,000 principal amount of Debt Securities from and including the Payment Date immediately preceding the Reset Date to but excluding the Reset Date, subject, in each case, to the Pledge of the interest in such aggregate principal amount of Debt Securities or such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, Agreement and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1i) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury UnitGrowth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Agent Purchase Contract Agreement (Great Plains Energy Inc), Agent Purchase Contract Agreement (Great Plains Energy Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Senior Note or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Senior Note or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit PIES pursuant to Section 3.13, each Treasury Unit PIES Certificate shall evidence the number of Treasury Units PIES specified therein, with each such Treasury Unit PIES representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit PIES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit Corporate PIES Certificate or a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Sierra Pacific Resources), Purchase Contract Agreement (Sierra Pacific Resources Capital Trust Ii)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (PPL Corp), Purchase Contract and Pledge Agreement (PPL Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/100 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth PRIDES Certificates shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Gt Capital Trust Iv), Purchase Contract Agreement (Ingersoll Rand Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit New PEPS Units Certificate shall evidence the number of Corporate New PEPS Units specified therein, with each such Corporate Unit New PEPS Units representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/40, or 2.5%, undivided beneficial ownership interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea $1,000 principal amount Note, subject to the Pledge of such Applicable Ownership Interest ownership interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, a Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate New PEPS Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest Agreement the ownership interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, a Note forming a part of such Corporate New PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest ownership interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bea Note, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Pp&l Capital Funding Inc), Purchase Contract Agreement (PPL Capital Funding Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Debenture or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury PIES Certificate shall evidence the number of Treasury PIES specified therein, with each such Treasury PIES representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (Nipsco Industries Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Normal Unit Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Normal Unit Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Stripped Unit Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a shareholder ___th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Common Stock under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Stripped Unit Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PEPS Units Certificate shall evidence the number of Corporate PEPS Units specified therein, with each such Corporate PEPS Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Deferrable Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Deferrable Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate PEPS Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Deferrable Note, forming a part of such Corporate PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Deferrable Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Georgia-Pacific Group Stock. Prior to the Common purchase of shares of Georgia-Pacific Group Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a PEPS Units Certificate to any of the rights of a holder of shares of Georgia-Pacific Group Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury PEPS Unit pursuant to Section 3.13, each Treasury Unit PEPS Units Certificate shall evidence the number of Treasury PEPS Units specified therein, with each such Treasury PEPS Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Georgia-Pacific Group Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury PEPS Units Certificate to any of the rights of a holder of shares of Common Georgia-Pacific Group Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Georgia Pacific Corp), Purchase Contract Agreement (Georgia Pacific Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/20, or 5.0%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: ______________ Purchase Contract Agreement (Electronic Data Systems Corp /De/), Purchase Contract Agreement (Electronic Data Systems Corp /De/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Equity Units Certificate shall evidence the number of Corporate Equity Units specified therein, with each such Corporate Equity Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase ContractWarrant. The Purchase Contract Warrant Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Equity Unit shall pledge, pursuant to the Pledge Agreement, the principal portions (and not the interest payments accruing on) each Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Equity Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in the principal portions (and not the interest payments accruing on) each such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract each Warrant to purchase the shares of Common Stock. Upon the formation of a Treasury Equity Unit pursuant to Section SECTION 3.13, each Treasury Unit Equity Units Certificate shall evidence the number of Treasury Equity Units specified therein, with each such Treasury Equity Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockWarrant. Prior to the purchase of shares of Common Stock under each Purchase ContractWarrant, such Purchase Contract Warrants shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Warrant Agreement (Citizens Communications Co), Warrant Agreement (Citizens Communications Co)
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Note, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Note, Treasury Consideration or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Northwest Natural Gas Co), Purchase Contract Agreement (National Fuel Gas Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an the Applicable Ownership Interest in Debentures Senior Notes or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Notes or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Normal Unit, to pledge, pursuant to the Pledge Agreement, each the Applicable Ownership Interest in Debentures or Senior Notes and the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beif any, forming a part of such Corporate Normal Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Senior Notes and the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as if any, and in the case may be, for Senior Notes underlying the benefit of the Company, Applicable Ownership Interests in Senior Notes to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Stripped Unit pursuant to Section 3.13, each Treasury Stripped Unit Certificate shall evidence the number of Treasury Stripped Units specified therein, with each such Treasury Stripped Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Stripped Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Stripped Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De), Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Senior Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Senior Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/40th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Common Stock under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Affiliated Managers Group Inc), Purchase Contract Agreement (Affiliated Managers Group Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Preferred Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Share for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Ordinary Shares of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such the Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20th undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of Ordinary Shares under each Purchase Contract, the Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of Ordinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Ace LTD), Purchase Contract Agreement (Ace LTD)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debenture or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (FPL Group Inc), Purchase Contract Agreement (FPL Group Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership owner ship by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Lincoln National Corp), Purchase Contract Agreement (Lincoln National Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPC Units Certificate shall evidence the number of Corporate SPC Units specified therein, with each such Corporate SPC Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one Note having a principal amount of [$25] [or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, ,] subject to the Pledge of such Applicable Ownership Interest in Debentures Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate SPC Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ,] forming a part of such Corporate SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note [or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury Unit SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 5% [ 1/40] undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (PPL Energy Supply LLC)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Convertible Preferred Stock or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Convertible Preferred Stock or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePortfolio, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Applicable Ownership Interests in Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% an undivided beneficial ownership interest in a the Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. Upon the formation of a Cash Settled Unit pursuant to Section 3.14, each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Subordinated Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Subordinated Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Subordinated Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Subordinated Notes underlying the Applicable Ownership Interests in Subordinated Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/40 or 2.5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.as
Appears in 1 contract
Samples: Purchase Contract Agreement (Kennametal Financing I)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income Equity Units Certificate shall evidence the number of Corporate Income Equity Units specified therein, with each such Corporate Income Equity Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Income Equity Unit shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate Income Equity Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit Growth Equity Units pursuant to Section 3.13, each Treasury Unit Growth Equity Units Certificate shall evidence the number of Treasury Growth Equity Units specified therein, with each such Treasury Growth Equity Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Senior Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Senior Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Each Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each the 1/40, or 2.5%, undivided beneficial ownership interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such 1/40, or 2.5%, undivided beneficial ownership interest in a the Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income Units Certificate shall evidence the number of Corporate Income Units specified therein, with each such Corporate Unit Income Units representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Income Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Income Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit an Income Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth Units Certificate shall evidence the number of Growth Units specified therein, with each such Growth Unit representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000 subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under the Purchase Contracts, such Growth Units Certificates shall not entitle the Holders of Growth Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (K N Capital Trust Iii)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dte Energy Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one Senior Note or an Applicable Ownership Interest if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Senior Note or Applicable Ownership Interest in if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security Security, forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in the Debt Securities and/or Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the a Treasury Portfolio, as the case may be, subject to the Pledge of such Debt Securities and/or Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the a Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Debt Security and/or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the a Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debt Security and/or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the a Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof thereof, prior to the First Purchase Contract Settlement Date, of a 5% 1/40 undivided beneficial interest in both a 3-Year Treasury Security and a 4-Year Treasury Security and, on and after the First Purchase Contract Settlement Date, of a 1/40 undivided beneficial interest in a 4-Year Treasury Security, and each subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Type A Certificate shall evidence the number of Corporate Units Type A Securities specified therein, with each such Corporate Unit Type A Security representing (1) the ownership by the Holder thereof of an a beneficial interest in a Debt Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debt Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each the Debt Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debt Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Type B Certificate shall evidence the number of Treasury Units Type B Securities specified therein, with each such Treasury Unit Type B Security representing (1) the ownership by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Form of Purchase Contract Agreement (Texas Utilities Co /Tx/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in a Preferred Security with a stated liquidation amount equal to the Treasury Portfolio, as the case may beStated Amount, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the each Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Preferred Security relating to such term), as the case may be, forming a part of such Corporate UnitHolder's Income PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePreferred Security, for the benefit of the Company, to secure the obligation of the Holder under one the related Purchase Contract Contracts to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Income PRIDES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, each Holder of Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each Treasury Security related to such Holder's Growth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security, for the benefit of the Company, to secure the obligation of such Holder under the related Purchase Contracts to purchase Common Stock. Prior to the purchase, if any, of shares of Common Stock under Purchase Contract, such Purchase Contract shall not entitle the Holder of the related Growth PRIDES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an the Pledged Applicable Ownership Interest Interests in Debentures Convertible Preferred Stock or an the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, subject to the Pledge in respect of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, Holder’s Corporate Unit and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePortfolio, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Convertible Preferred Stock or such portion of the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Applicable Ownership Interests in Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.133.12(a), each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/10th undivided beneficial ownership interest in a one Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior Upon the formation of a Cash Settled Unit pursuant to Section 3.13(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase of shares of Common Stock under each Stock. The Purchase ContractContracts shall not, such Purchase Contract shall not prior to the settlement thereof, entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. (a) Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Notes or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Applicable Ownership Interest in Debentures Senior Notes and the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), if any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock (or, in the Common circumstances described in Section 5.08, shares of Series A Preferred Stock). Upon To effect perfect such security interest, the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf ofof the Holders of Corporate Units has, on the Holder of each Treasury Unit shall pledgedate hereof, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, delivered to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the CompanySenior Notes.
Appears in 1 contract
Samples: Purchase Contract Agreement (Ambac Financial Group Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit SPC Units Certificate shall evidence the number of Corporate SPC Units specified therein, with each such Corporate SPC Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one Note having a principal amount of [$25] [or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, ,] subject to the Pledge of such Applicable Ownership Interest in Debentures Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate SPC Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Note [or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ,] forming a part of such Corporate SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note [or Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) in the Treasury Portfolio, as the case may be, ] for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury SPC Unit pursuant to Section 3.13, each Treasury Unit SPC Units Certificate shall evidence the number of Treasury SPC Units specified therein, with each such Treasury SPC Unit representing (1) the ownership by the Holder thereof of a 5% [1/40] undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury SPC Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security or portion thereof forming a part of such Treasury SPC Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Treasury SPC Units Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (PPL Capital Funding Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beShare, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Share for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury PIES Certificate shall evidence the number of Treasury PIES specified therein, with each such Treasury PIES representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Type A Unit Certificate shall evidence the number of Corporate Type A Units specified therein, with each such Corporate Type A Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Debenture, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Type A Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beDebenture, forming a part of such Corporate Type A Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Debenture for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Type A Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Type B Unit Certificate shall evidence the number of Type B Units specified therein, with each such Type B Unit representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Type B Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the portion of the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, term forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Notes or such portion of the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, term to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation Obligations of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase and delivery of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Series a Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the PCS Common StockStock of the Company. Upon the formation of a Each Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided the beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the PCS Common StockStock of the Company. Prior to the purchase of shares of PCS Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of PCS Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company, except as expressly provided under Section 5.2(a).
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40th undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Senior Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article XI hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Senior Notes, or the portion of the Applicable Ownership Interest in the Treasury Portfolio that is specified in clause (i) of the definition of such term, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Senior Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Senior Notes underlying the Applicable Ownership Interests in Senior Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle XI hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Autoliv Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Hybrid Capital Units Certificate shall evidence the number of Corporate Hybrid Capital Units specified therein, with each such Corporate Hybrid Capital Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea Convertible Preferred Share, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Convertible Preferred Share by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Hybrid Capital Unit, to pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in Agreement and the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Convertible Preferred Share forming a part of such Corporate Hybrid Capital Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Convertible Preferred Share to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockOrdinary Shares. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockOrdinary Shares. Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Scottish Re Group LTD)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, a $1,000 principal amount Convertible Note subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Convertible Note by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beConvertible Note, forming a part of such Corporate Unit, Unit to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, and to grant to the Collateral Agent, as agent of and for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Convertible Note to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Convertible Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in Treasury Security with a Treasury Securityprincipal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Stanley Works)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1i) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each of definitions of Applicable Ownership Interest in the definition of such termRemarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest Interests in Debentures Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition definitions of such term)each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, ) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest Interests in Debentures the Notes and or such Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition definitions of such term)each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be, for the benefit of the Company, ) to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent, on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1i) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Legg Mason Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Debenture or the Applicable Ownership Owner ship Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Each Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40, or 2.5%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Type A Certificate shall evidence the number of Corporate Units Type A Securities specified therein, with each such Corporate Unit Type A Security representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Type B Certificate shall evidence the number of Treasury Units Type B Securities specified therein, with each such Treasury Unit Type B Security representing (1) the ownership by the Holder thereof of a 5% __/___ undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $____ subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Form of Purchase Contract Agreement (Oneok Inc /New/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Debt Security or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Debt Security or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit Units representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate or a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% [ ] undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $[ ], subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may beone Senior Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney- in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Note, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Senior Note for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit PIES pursuant to Section 3.13, each Treasury Unit PIES Certificate shall evidence the number of Treasury Units PIES specified therein, with each such Treasury Unit PIES representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Capital Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Capital Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Capital Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Capital Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Income PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Cox Communications Inc /De/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PIES Certificate shall evidence the number of Corporate Units PIES specified therein, with each such Corporate Unit PIES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may bea share of Preferred Stock, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) share of the definition of such term), as the case may be, Preferred Stock by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit PIES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) share of the definition of such term), as the case may bePreferred Stock, forming a part of such Corporate UnitPIES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) share of the definition of such term), as the case may be, Preferred Stock for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Corporate PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the 17- meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company. Each Treasury PIES Certificate shall evidence the number of Treasury PIES specified therein, with each such Treasury PIES representing the ownership by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase, if any, of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury PIES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a stockholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Convertible Preferred Stock or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Convertible Preferred Stock or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Convertible Preferred Stock, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePortfolio, forming a part of such Corporate Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, as agent of and for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Convertible Preferred Stock or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. To effect such Pledge and grant such security interest, the Common Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Applicable Ownership Interests in Convertible Preferred Stock. Upon the formation of a Treasury Unit pursuant to Section 3.133.13(a), each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% an undivided beneficial ownership interest in a the Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase shares of Common Stock. Upon the formation of a Cash Settled Unit pursuant to Section 3.14(a), each Cash Settled Units Certificate shall evidence the number of Cash Settled Units specified therein, with each such Cash Settled Unit representing (1) the ownership by the Holder thereof of $100 Cash, subject to the Pledge of such Cash by such Holder pursuant to this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Cash Settled Unit, to pledge, pursuant to Article 11 hereof, such Holder’s Cash forming a part of such Cash Settled Unit to the Collateral Agent, as agent of and for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Cash to secure the obligation of the Holder under each Purchase Contract to purchase shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock or Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Type A Certificate shall evidence the number of Corporate Units Type A Securities specified therein, with each such Corporate Unit Type A Security representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Debt Security or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Type A Security shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitType A Security, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Type B Certificate shall evidence the number of Treasury Units Type B Securities specified therein, with each such Treasury Unit Type B Security representing (1) the ownership by the Holder thereof of a 5% [1/100] undivided beneficial interest in a Treasury Security, Security with a principal amount equal to [$1,000] subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit PEPS Units Certificate shall evidence the number of Corporate PEPS Units specified therein, with each such Corporate PEPS Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Subordinated Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Subordinated Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate PEPS Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Subordinated Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate PEPS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Subordinated Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury PEPS Unit pursuant to Section 3.13, each Treasury Unit PEPS Units Certificate shall evidence the number of Treasury PEPS Units specified therein, with each such Treasury PEPS Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such termApplicable Ownership Interest in the Treasury Portfolio), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11, the Pledge Agreement, each Applicable Ownership Interest in Debentures Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iPortfolio) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Securities Intermediary the Notes underlying the Applicable Ownership Interests in Notes by delivering such Notes indorsed in blank. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Units Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 1/20, or 5% %, undivided beneficial ownership interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or distributions or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (United Technologies Corp /De/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures Subordinated Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Subordinated Note or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures Subordinated Notes, or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interest in Subordinated Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. To effect such Pledge and grant such security interest, the Purchase Contract Agent on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Subordinated Notes underlying the Applicable Ownership Interests in Subordinated Notes. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 51/40 or 2.5% undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge AgreementArticle 11 hereof, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Normal Units Certificate shall evidence the number of Corporate Normal Units specified therein, with each such Corporate Normal Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Capital Security or an Applicable Ownership Interest in the appropriate Treasury PortfolioConsideration, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Capital Security or Applicable Ownership Interest in the such Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Normal Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures the Capital Security or Applicable Ownership Interest in the appropriate Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, forming a part of such Corporate Normal Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Capital Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Consideration, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit Stock of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder Holders of a Unit Normal Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Stripped Units Certificate shall evidence the number of Stripped Units specified therein, with each such Stripped Unit representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Stripped Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Metlife Capital Trust I)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit Growth PRIDES pursuant to Section 3.13, each Treasury Unit Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stockshares of Ordinary Shares. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% ______ undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $______, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stockshares of Ordinary Shares. Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Scottish Annuity & Life Holdings LTD)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PACS Certificate shall evidence the number of Corporate Units Income PACS specified therein, with each such Corporate Unit Income PACS representing (1) the ownership by the Holder thereof of an a beneficial interest in a Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PACS shall pledge, pursuant to the Pledge Agreement, each the Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate UnitIncome PACS, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury Unit Growth PACS pursuant to Section 3.13, each Treasury Unit Growth PACS Certificate shall evidence the number of Treasury Units Growth PACS specified therein, with each such Treasury Unit Growth PACS representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Williams Companies Inc)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest in a Preferred Security with a stated liquidation amount equal to the Treasury Portfolio, as the case may beStated Amount, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, Preferred Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the each Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of Preferred Security relating to such term), as the case may be, forming a part of such Corporate UnitHolder's Income PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may bePreferred Security, for the benefit of the Company, to secure the obligation of the Holder under one the related Purchase Contract to purchase the Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each a Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit the related Income PRIDES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholders in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES specified therein, with each such Growth PRIDES representing the ownership by the Holder thereof of a shareholder 1/20 undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, each Holder of Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each Treasury Security related to such Holder's Growth PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title and interest of such Holder in such Treasury Security, for the benefit of the Company, to secure the obligation of such Holder under the related Purchase Contract to purchase Common Stock. Prior to the purchase, if any, of shares of Common Stock under a Purchase Contract, such Purchase Contract shall not entitle the Holder of the related Growth PRIDES Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. DB1/ 148045032.3 Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% undivided beneficial interest in a Treasury Security, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Florida Power & Light Co)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures a Senior Note or an the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Senior Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each the Senior Note and the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may beif any, forming a part of represented by such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such Senior Note and the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)) in the Treasury Portfolio, as the case may be, for the benefit of the Companyif any, to secure the obligation of the Holder under one each Purchase Contract to pay the Stated Amount of such Purchase Contract and thereby purchase the shares of Common Stock. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall Unit, to pledge, pursuant to the Pledge Agreement, each undivided beneficial such Holder's interest in a the Treasury Security forming a part of represented by such Treasury Unit, Unit to the Collateral Agent Agent, for the benefit of the Company, and to grant to the Collateral Agent Agent, for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to pay the Stated Amount of such Purchase Contract and thereby purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each any Purchase Contract, such Purchase Contract shall not entitle the Holder of a the Unit representing such Purchase Contract to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit HiMEDS Units Certificate shall evidence the number of Corporate HiMEDS Units specified therein, with each such Corporate HiMEDS Unit representing (1i) the ownership by the Holder thereof of an Applicable Ownership Interest a 1/20, or 5.00%, undivided beneficial interest in Debentures or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be$1,000 principal amount of a Senior Note, subject to the Pledge of such Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may be, interest by such Holder pursuant to the Pledge Agreement, this Agreement and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall HiMEDS Unit, to pledge, pursuant to Article 11 hereof, the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beSenior Note, forming a part of such Corporate HiMEDS Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beAgent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Senior Note to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury HiMEDS Unit pursuant to Section 3.13, each Treasury HiMEDS Unit Certificate shall evidence the number of Treasury HiMEDS Units specified therein, with each such Treasury HiMEDS Unit representing (1i) the ownership by the Holder thereof of a 5% 1/20, or 5.00%, undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to the Pledge this Agreement, and (2ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent is hereby authorized, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall HiMEDS Unit, to pledge, pursuant to the Pledge AgreementArticle 11, each undivided beneficial such Holder’s interest in a the Treasury Security forming a part of such Treasury HiMEDS Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent for the benefit of the Company, a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a HiMEDS Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder stockholder in respect of the meetings of shareholders stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder stockholder of the Company.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Avery Dennison Corporation)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures the Debt Securities or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Securities or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures Debt Security or the Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof thereof, prior to the First Purchase Contract Settlement Date, of a 5% 1/40 undivided beneficial interest in both a 3-Year Treasury Security and a 4- Year Treasury Security and, on and after the First Purchase Contract Settlement Date, of a 1/40 undivided beneficial interest in a 4-Year Treasury Security, each such Treasury Security having a principal amount equal to $1,000 and each subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Texas Utilities Co /Tx/)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures one Senior Note or an Applicable Ownership Interest if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Senior Note or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to under the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to under the Pledge Agreement, each Applicable Ownership Interest in Debentures the Senior Note or Applicable Ownership Interest in if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Senior Note or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Before the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holder of a Corporate Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company. Upon the formation of a Treasury Unit pursuant to Units under Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to under the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to under the Pledge Agreement, each undivided beneficial interest in a the Treasury Security Security, forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Prior to Before the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Treasury Unit Certificate to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit MEDS Units Certificate shall evidence the number of Corporate MEDS Units specified therein, with each such Corporate MEDS Unit representing (1) the ownership by the Holder thereof of an a beneficial interest in a Preferred Security, a Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Preferred Security, such Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent Agent, as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate MEDS Unit shall pledge, pursuant to the Pledge Agreement, each the Preferred Security, the Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, forming a part of such Corporate MEDS Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Preferred Security, such Subordinated Deferrable Note or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the shares of Common Stock. Upon the formation of a Treasury MEDS Unit pursuant to Section 3.13, each Treasury Unit MEDS Units Certificate shall evidence the number of Treasury MEDS Units specified therein, with each such Treasury MEDS Unit representing (1) the ownership by the Holder thereof of a 5% 1/40 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract Contracts shall not entitle the Holder of a Unit Security to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership owner ship by the Holder thereof of an a beneficial interest in a Debenture or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Debenture or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Debenture or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership owner ship by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount at maturity equal to $ , subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit Growth PRIDES shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security Security, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (1) the ownership by the Holder thereof of an Applicable Ownership Interest a beneficial interest in Debentures or an Applicable Ownership Interest one Debt Security or, if substituted therefor, the Pledged Treasury Portfolio Interest, in the Treasury Portfolio, as the case may beeither case, subject to the Pledge of such Applicable Ownership Interest in Debentures Debt Security or Applicable Ownership Interest in the such Pledged Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit shall pledge, pursuant to the Pledge Agreement, each Applicable Ownership Interest in Debentures or Applicable Ownership Interest in the Debt Security or, if substituted therefor, the Treasury Portfolio (as specified in clause (i) of the definition of such term), as the case may beInterest, forming a part of such Corporate Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such Applicable Ownership Interest in Debentures Debt Security or such Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of the definition of such term)Interest, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase Ordinary Shares pursuant to the Common StockPurchase Contract. Upon the formation of a Treasury Unit Units pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (1) the ownership by the Holder thereof of a 5% 1/20 undivided beneficial interest in a Treasury SecuritySecurity with a principal amount equal to $1,000, subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a the Treasury Security or Treasury Securities forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, title and interest of such Holder in such undivided beneficial interest in a Treasury Security or Treasury Securities for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase Ordinary Shares pursuant to this Agreement and the Common Stockrelated Purchase Contract. Prior to the purchase of shares of Common Stock Ordinary Shares under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Corporate Unit Certificate or a Treasury Unit Certificate to any of the rights of a holder of shares of Common StockOrdinary Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract
Samples: Purchase Contract Agreement (Endurance Specialty Holdings LTD)
Rights and Obligations Evidenced by the Certificates. Each Corporate Unit Income PRIDES Certificate shall evidence the number of Corporate Units Income PRIDES specified therein, with each such Corporate Unit Income PRIDES representing (1) the ownership by the Holder thereof of an a beneficial interest in a Trust Preferred Security or the Applicable Ownership Interest in Debentures or an Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, subject to the Pledge of such Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit Income PRIDES shall pledge, pursuant to the Pledge Agreement, each the Trust Preferred Security or the Applicable Ownership Interest in Debentures or Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, forming a part of such Corporate UnitIncome PRIDES, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such Trust Preferred Security or the Applicable Ownership Interest in Debentures or such Applicable Ownership Interest in of the Treasury Portfolio (as specified in clause (i) of the definition of such term)Portfolio, as the case may be, for the benefit of the Company, to secure the obligation of the Holder under one each Purchase Contract to purchase the Common StockStock of the Company. Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Each Growth PRIDES Certificate shall evidence the number of Treasury Units Growth PRIDES specified therein, with each such Treasury Unit Growth PRIDES representing (1) the ownership by the Holder thereof of a 5% 1/100 undivided beneficial interest in a Treasury Security, Security with a principal amount equal to $1,000 subject to the Pledge of such interest Treasury Security by such Holder pursuant to the Pledge Agreement, and (2) the rights and obligations of the Holder thereof and the Company under one Purchase Contract. The Purchase Contract Agent as attorney‑in‑fact for, and on behalf of, the Holder of each Treasury Unit shall pledge, pursuant to the Pledge Agreement, each undivided beneficial interest in a Treasury Security forming a part of such Treasury Unit, to the Collateral Agent and grant to the Collateral Agent a security interest in the right, title, and interest of such Holder in such undivided beneficial interest in a Treasury Security for the benefit of the Company, to secure the obligation of the Holder under one Purchase Contract to purchase the Common Stock. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.
Appears in 1 contract