Common use of SETTLEMENT INSTRUCTIONS Clause in Contracts

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is . The following increases or decreases in this Global Purchase Contract have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature

Appears in 1 contract

Samples: Purchase Contract Agreement (Citigroup Inc)

AutoNDA by SimpleDocs

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract instrument be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. DatedDATED: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract instrument specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. DatedDATED: Signature Signature: Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract certificate is . The following increases or decreases in this Global Purchase Contract certificate have been made: No. [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF Initial] Number of Notes: [ ] Beazer Homes USA, Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner initial principal sum of [$5.1086 for each of the number of Purchase Contracts Notes set forth above] [the number of Units shown on above][in Schedule A hereto], which number may from time to time be reduced or increasedin quarterly installments (each constituting a payment of interest at the rate per year of 6.00% and a partial repayment of principal) payable on each July 15, as appropriate in accordance with October 15, January 15 and April 15, commencing on October 15, 2012 (each such date, an “Installment Payment Date” and the terms of the Purchase Contract Agreement (as defined below)period from, and including, July 16, 2012 to, but which shall not exceed Units]13 Each Purchase Contract consists of excluding, the rights of first Installment Payment Date and each subsequent full quarterly period from and including an Installment Payment Date to, but excluding, the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stockimmediately succeeding Installment Payment Date, $0.01 par value (an Common StockInstallment Payment Period”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date when such installment payment was originally due. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, at the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, noticed in writing in advance, to the Trustee and Holders, which further will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, notice whereof shall be given to the registered Holders of the Notes not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as if though fully set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (Beazer Homes Usa Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is . The following increases Transfer Instructions for Pledged Senior Notes or decreases the Applicable Ownership Interests in this Global Purchase Contract have been madethe Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: [For inclusion in Global Certificate only - THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT CERTIFICATE IS EXCHANGEABLE FOR PURCHASE CONTRACT CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY TO THE DEPOSITARY DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCESDEPOSITORY TRUST COMPANY. UNLESS THIS PURCHASE CONTRACT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARYDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP ) No. No. [Initial]11 Number of Purchase ContractsTreasury Units: This Purchase Contract Treasury Units Certificate certifies that [CEDE Cede & CO.]12 [ ] (the “Holder”), or registered assigns, Co. is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] above [the for inclusion in Global Certificates only - or such other number of Treasury Units shown on reflected in the Schedule A of Increases or Decreases in the Global Certificate attached hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 ]. Each Purchase Contract Treasury Unit consists of (i) a l/40th or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under such one Purchase Contract with Xxxxxxxxx’x, Inc., a Delaware corporation (the Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on May 16, 2007 (the “Purchase Contract on Settlement Date”), at a price equal to $25 (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly issued shares of common stock, $0.01 par value $1.00 per share (“Common Stock”), of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred Rate, unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A Fundamental Change, or a Cash Merger Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 3.50% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Treasury Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and valid or obligatory for any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Supervalu Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY-THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER REFERRED DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY)., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. No. [Initial]11 65339F 812 Number of Purchase Contracts: Treasury Units _______ This Purchase Contract Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above [CEDE & CO.]12 [ ] for inclusion in Global Certificates only-or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) 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 (b) the rights and obligations of the Holder thereof and of NextEra Energy, Inc., a Florida corporation (the “HolderCompany”), or registered assigns, is under one Purchase Contract. All capitalized terms used herein without definition herein shall have the registered owner of [the number of Purchase Contracts meaning set forth above] [or incorporated by reference in the number Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of Units shown each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on Schedule A heretothe Business Day such payment is received by the Collateral Agent (provided, which number may from time that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to time be reduced or increased, the Company on the Purchase Contract Settlement Date (as appropriate defined herein) in accordance with the terms of the Purchase Contract Agreement (as defined below)Pledge Agreement, but which shall not exceed Units]13 Each Purchase Contract consists in full satisfaction of the rights respective obligations of the Holder Holders of the Treasury Units under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth thereinContracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than September 1, 2019 (the “Purchase Contract on Settlement Date”), at a price of $50 in cash (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly‑issued shares of common stockCommon Stock, par value $0.01 par value per share, of the Company (“Common Stock”), of the Company equal ) determined by reference to the applicable Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Dateas defined below), unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A or a Fundamental Change, Change Early Settlement or Early Mandatory Settlement with respect to the Treasury Units of which such Purchase ContractContract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (Nextera Energy Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature:

Appears in 1 contract

Samples: Purchase Contract Agreement (Nextera Energy Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is Transfer Instructions for Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. The following increases or decreases in this Global Purchase Contract have been made: [THIS PURCHASE CONTRACT EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A GLOBAL PURCHASE CONTRACT QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO AND IS REGISTERED IT AS PROVIDED FOR IN THE NAME OF CEDE & CO., INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE PROVIDED FOR PURCHASE CONTRACT REGISTERED IN THE NAME INDENTURE. (FORM OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER FACE OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYTREASURY UNIT CERTIFICATE) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 _______ Number of Purchase ContractsTreasury Units: ______ PNM RESOURCES, INC. Treasury Units This Purchase Contract Treasury Units Certificate certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, ______________ is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 . Each Purchase Contract Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under such one Purchase Contract with PNM Resources, Inc., a New Mexico corporation (the Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on November 16, 2008 (the “Purchase Contract on Settlement Date”), at a price equal to $25 (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly issued shares of common stock, $0.01 no par value value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred Stock”)), of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred Rate, unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A Fundamental Change, or a Cash Merger Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 1.525% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. The Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and valid or obligatory for any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (PNM Resources Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is Transfer Instructions for Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. The following increases or decreases in this Global Purchase Contract have been made: [THIS PURCHASE CONTRACT EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A GLOBAL PURCHASE CONTRACT QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO AND IS REGISTERED IT AS PROVIDED FOR IN THE NAME OF CEDE & CO., INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE PROVIDED FOR PURCHASE CONTRACT REGISTERED IN THE NAME INDENTURE. (FORM OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER FACE OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYTREASURY UNIT CERTIFICATE) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 _______ Number of Purchase ContractsTreasury Units: ______ PNM RESOURCES, INC. Treasury Units This Purchase Contract Treasury Units Certificate certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, ______________ is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 . Each Purchase Contract Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under such one Purchase Contract with PNM Resources, Inc., a New Mexico corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on November 16, 2008 (the "Purchase Contract on Settlement Date"), at a price equal to $25 (the Mandatory Settlement Date (a) "Purchase Price"), a number of newly issued shares of common stock, $0.01 no par value value, ("Common Stock") (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A ("Preferred Stock")), of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred Rate, unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A Fundamental Change, or a Cash Merger Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 1.525% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. The Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and valid or obligatory for any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Public Service Co of New Mexico)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature:

Appears in 1 contract

Samples: Purchase Contract Agreement (Nextera Energy Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this Global Purchase Contract Certificate is . The following increases or decreases in this Global Purchase Contract Certificate have been made: [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY - THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER REFERRED DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY)., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. No. [Initial]11 Number of Purchase Contracts: Treasury Units This Purchase Contract Treasury Unit Certificate certifies that is the registered Holder of the number of Treasury Units set forth above [CEDE & CO.]12 [ ] for inclusion in Global Certificates only – or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed . Each Treasury Unit represents (a) 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 (b) the rights and obligations of the Holder thereof and of NextEra Energy, Inc., a Florida corporation (the “HolderCompany”), or registered assigns, is under one Purchase Contract. All capitalized terms used herein without definition herein shall have the registered owner of [the number of Purchase Contracts meaning set forth above] [or incorporated by reference in the number Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of Units shown each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on Schedule A heretothe Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., which number may from time New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to time be reduced or increased, the Company on the Purchase Contract Settlement Date (as appropriate defined herein) in accordance with the terms of the Purchase Contract Agreement (as defined below)Pledge Agreement, but which shall not exceed Units]13 Each Purchase Contract consists in full satisfaction of the rights respective obligations of the Holder Holders of the Treasury Units under such the related Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth thereinContracts. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than (the “Purchase Contract on Settlement Date”), at a price of $50 in cash (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly-issued shares of common stockCommon Stock, par value $0.01 par value per share, of the Company (“Common Stock”), of the Company equal ) determined by reference to the applicable Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Dateas defined below), unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A or a Fundamental Change, Change Early Settlement or Early Mandatory Settlement with respect to the Treasury Units of which such Purchase ContractContract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: _______________________ The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: __________________________ Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Cash Settled Units evidenced by this Global Purchase Contract Certificate is [__]. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLONU.S. Bank National Association, as Purchase Contract Agent By000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Authorized Officer DatedXxxxx Xxxxx Re: Each [Corporate Units] [Treasury Units] of UGI Corporation, a Pennsylvania corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Securities Intermediary, for credit to the Collateral Account, $[__] [Value of Convertible Preferred Stock] [Treasury Securities] in exchange for [an equal Value of Pledged Treasury Securities] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of December [___]May 25, 2009 2021 (as may be supplemented from time to time, the “Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and you, as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] [Treasury Securities] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: __________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar 000 Xxxxxxxx Xxx, Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Email: Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx U.S. Bank of New York MellonNational Association, as Purchase Contract Agent 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxxxx Re: Cash Settled Units of UGI Corporation, a Pennsylvania corporation (including its successors hereunder, the “Company”). The undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, as Securities Intermediary, for credit to the Collateral Account, $[__] in exchange for an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract Agentand Pledge Agreement, dated as of May 25, 2021 (the “Agreement; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), to which Purchase Contract Agreement between the Company and supplemental agreements thereto reference is hereby made for a description of the respective rightsyou, limitations of rights, obligations, duties and immunities thereunder of as the Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Company, and the Holders and Collateral Agent to release to you on behalf of the terms upon which undersigned Holder the Purchase Contracts are, and are Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock related to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premisesCorporate Units. Dated: Signature: Signature Guarantee: ______________________ Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address Copy to: Computershare Inc. Transfer Agent and Registrar 000 Xxxxxxxx Xxx, Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Email: Xxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx [HOLDER] Attention: Telecopy:

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Ugi Corp /Pa/)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any * Include only if a Global Unit. ** Include only if not a Global Unit. The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: * Include only if a Global Unit. ** Include only if not a Global Unit. Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any * Include only if a Global Unit. ** Include only if not a Global Unit. The initial number of Purchase Contracts evidenced by this Global Purchase Contract certificate is [ ]. The following increases or decreases in this Global Purchase Contract certificate have been made: * Include only if a Global Purchase Contract. * Include only if a Global Unit. ** Include only if not a Global Unit. CUSIP No.: 10950A AA4 ISIN No.: US10950AAA43 No. [ ] [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & COInitial]* Number of Notes: [ ] BRIGHTSPRING HEALTH SERVICES, INC., AS NOMINEE OF THE DEPOSITORY TRUST COMPANYa Delaware corporation (the “Company”, A NEW YORK CORPORATION (THE “DEPOSITARY”which term includes any successor under the Indenture hereinafter referred to), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYfor value received, hereby promises to pay to [U.S. Bank Trust Company, National Association, as attorney-in-fact of holder(s) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFERof the Units of which this Note forms a part]* [ ]**, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] or registered assigns (the “Holder”), or registered assigns, is the registered owner initial principal amount of [$8.6618 for each of the number of Purchase Contracts Notes set forth above] [the number of Units shown on Schedule A hereto, which number of Notes may from time to time be reduced or increasedincreased as set forth in Schedule A hereto, as appropriate appropriate, in accordance with the terms of the Purchase Contract Agreement Indenture]*, in equal quarterly installments (as defined belowexcept for the first such payment) (each such payment, an “Installment Payment”), constituting a payment of interest (at a rate of 10.00% per annum) and a partial repayment of principal, payable on each February 1, May 1, August 1 and November 1, commencing on May 1, 2024 (each such date, an “Installment Payment Date”, and the period from, and including, May 1, 2024 to, but which shall not exceed Units]13 Each Purchase Contract consists of excluding, the rights of first Installment Payment Date and thereafter each quarterly period from, and including, the Holder under such Purchase Contract immediately preceding Installment Payment Date to, but excluding, the relevant Installment Payment Date, an “Installment Payment Period”) with the Company. All capitalized terms used herein which are defined final Installment Payment due and payable on February 1, 2027, all as set forth on the reverse hereof and in the Purchase Contract Agreement (as defined Indenture referred to on the reverse hereof) have . To the meaning set forth thereinextent that payment of interest shall be legally enforceable, interest shall accrue and be payable on any overdue Installment Payments or principal at a rate of 10.00% per annum. Each Purchase Contract evidenced hereby obligates Installment Payment for any Installment Payment Period shall be computed on the Company to deliver basis of a 360-day year of twelve 30-day months. If an Installment Payment is payable for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which an Installment Payment is payable is not a Business Day, then payment of the Installment Payment on such date shall be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Holder of this Purchase Contract on Person in whose name the Mandatory Settlement Date (a) a number shares of common stockNote is registered, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all limited exceptions as provided in the Purchase Contract Agreement and more fully described Indenture, at the close of business on January 15, April 15, July 15 or October 15 immediately preceding the reverse hereofrelevant Installment Payment Date, as applicable (each, a “Regular Record Date”). Installment Payments shall be payable (x) in the case of any Certificated Note, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of Installment Payments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or (y) in the case of any Global Note, by wire transfer in immediately available funds to the account of the Depositary or its nominee or otherwise in accordance with applicable procedures of the Depositary. * Include only if a Global Unit. ** Include only if not a Global Unit. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. * Include only if a Global Unit. ** Include only if not a Global Unit. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 * Include only if a Global Unit. 12 ** Include only if not a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: JPMorgan Chase Bank as Purchase Contract is . The following increases or decreases in this Global Purchase Contract have been madeAgent 4 New York Plaza, 15th Floor New York, New York 10004 Attention: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.Institutional Trust Services Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: [ Corporate Units] [ Treasury Units] of PNM Resources, AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] Inc. a New Mexico corporation (the “HolderCompany”). The undersigned Holder hereby notifies you that it has delivered to JPMorgan Chase Bank, or registered assignsas Securities Intermediary, is for credit to the registered owner Collateral Account, $ aggregate principal amount of [the number of Purchase Contracts set forth aboveSenior Notes] [Treasury Securities] in exchange for the number of Units shown on Schedule A hereto[Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Pledge Agreement, dated as of December [___], 2009 2005 (as may be supplemented from time to time, the “Purchase Contract Pledge Agreement”; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agentyou, the Company, the Collateral Agent, the Custodial Agent and the Holders Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the terms upon which undersigned Holder the Purchase Contracts are, [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Date: Please print name and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder address of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Registered Holder: Name Social Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase ContractTaxpayer Identification Number, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and if any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulationsAddress [HOLDER] Attention: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: SignatureTelecopy:

Appears in 1 contract

Samples: Unit Purchase Agreement (PNM Resources Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities a depositary share deliverable upon settlement on or after the Mandatory Settlement Stock Purchase Date of the Stock Purchase Contracts underlying the number of Purchase Contracts Normal MCAPS evidenced by this Purchase Contract Normal MCAPS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is . The following increases or decreases in this Global Purchase Contract Certificate have been made: [{For inclusion in Global Certificate only - THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT CERTIFICATE IS EXCHANGEABLE FOR PURCHASE CONTRACT CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] } No. CUSIP No. No. [Initial]11 Number of Purchase ContractsTreasury MCAPS: This Purchase Contract Treasury MCAPS Certificate certifies that [CEDE {Cede & CO.]12 [ ] (the “Holder”), or registered assigns, Co.} is the registered owner Holder of [the number of Purchase Contracts Treasury MCAPS set forth above] [the above {for inclusion in Global Certificates only – or such other number of Units shown on Treasury MCAPS reflected in the Schedule A of Increases or Decreases in the Global Certificate attached hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 }. Each Purchase Contract Treasury MCAPS consists of (i) a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, and (ii) the rights and obligations of the Holder under such one Stock Purchase Contract with Xxxxxx Brothers Holdings Inc., a Delaware corporation (the Company”). All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral Agreement, the Qualifying Treasury Security constituting part of each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract Treasury MCAPS Certificate to purchase, and the Company to sell, on the Mandatory Settlement Date Stock Purchase Date, at a price equal to $1,000 (a) the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a number shares share of common stockthe Non-Cumulative Perpetual Preferred Stock, Series H, $0.01 par value 100,000 liquidation preference per share (the Common Preferred Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement DateCompany, unless on or prior to the Mandatory Settlement Stock Purchase Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement Termination Event with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury MCAPS as a unit consisting of Qualifying Treasury Securities and a Stock Purchase Contract and to treat each Holder as the owner of the applicable interest in the Collateral Account, including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract as $0. The Company shall pay, on each Payment Date, in respect of each Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, an amount (the “Contract Payments”) equal to 0.15% per year of the Stated Amount, subject to its rights provided for in the Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Treasury MCAPS Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Treasury MCAPS has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of been executed by the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Stock Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreementmanual signature, dated as of December [___], 2009 (as may this Treasury MCAPS Certificate shall not be supplemented from time entitled to time, any benefit under the “Purchase Contract Agreement”), between Collateral Agreement or the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Stock Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; be valid or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required obligatory for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Stock Purchase Contract (Lehman Brothers Holdings Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of 10 Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Cash Settled Units evidenced by this Global Purchase Contract Certificate is . The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.The Bank of New York Mellon Trust Company, AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLONNational Association, as Purchase Contract Agent By[Address] Re: Authorized Officer Dated: Each [ Corporate Units] [ Treasury Units] of Xxxxxxx Xxxxx & Xxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ [Value of Convertible Preferred Stock] [Cash] in exchange for [proceeds of the Treasury Security corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] held in the Collateral Account, in accordance with the Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of December [___]May 17, 2009 2017 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as may be supplemented from time to timedefined therein), among you, as the Purchase Contract Agent, and the Company, the “Purchase Contract Agreement”)Collateral Agent, between the Company Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address The Bank of New York MellonMellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: Cash Settled Units of Xxxxxxx Xxxxx & Xxxxxx, Inc., a Connecticut corporation (including its successors hereunder, the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ in exchange for an equal Value of Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock held in the Collateral Account, in accordance with the Purchase Contract Agentand Pledge Agreement, dated as of May 17, 2017 (the “Agreement; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rightsamong you, limitations of rights, obligations, duties and immunities thereunder of as the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Collateral Agent, the Custodial Agent nor any such agent shall be affected by notice to and the contrarySecurities Intermediary. The Purchase Contracts shall not, prior undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the settlement thereof, entitle the Holder Collateral Agent to any release to you on behalf of the rights of a holder of undersigned Holder the Common Convertible Preferred Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used underlying Pledged Applicable Ownership Interests in the inscription on the face of this instrument, shall be construed as though they were written out in full according Convertible Preferred Stock related to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premisessuch Corporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract certificate is . The following increases or decreases in this Global Purchase Contract certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF [ . ]% JUNIOR SUBORDINATED AMORTIZING NOTES DUE [ ], 2014 ALLY FINANCIAL INC., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner initial principal sum of [$[ . ] for each of the number of Purchase Contracts Notes set forth above] [the , or such lesser number of Units shown on Notes as set forth in the Schedule A of Increases or Decreases in Global Note attached hereto, which number may from time to time be reduced or increasedin quarterly installments (each constituting a payment of interest at the rate per year of [ . ]% and a partial repayment of principal) payable on [ ], as appropriate in accordance with the terms [ ], [ ] and [ ] of the Purchase Contract Agreement each year (as defined below)each such date, but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (an Common StockInstallment Payment Date”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Datecommencing on [ ], unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract2011, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, with the final scheduled installment due and payable on [ ], 2014. The installment amount payable on any Installment Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If an installment is payable for any period shorter than a full Installment Payment Period, such installment shall be computed on the basis of the actual number of days elapsed per 30-day month. Furthermore, if any date on which further an installment is payable is not a Business Day, then payment of the installment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. However, if such Business Day is in the next succeeding calendar year, then such installment payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the scheduled Installment Payment Date. Installments shall be paid to the person in whose name the Note is registered, with limited exceptions, as of the close of business on the Business Day immediately preceding the related Installment Payment Date (each, a “Regular Record Date”). If the Notes do not remain in book-entry only form, the Company shall have the right to select Regular Record Dates, which will be more than 14 days but less than 60 days prior to the relevant Installment Payment Date. Any such installment payment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered Holders at the close of business on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more successor Notes) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted installment, and notice whereof shall be given to the registered Holders of the Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Installments shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of installments may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled to payment. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as if though fully set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, In the Company has caused case of any conflict between this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, Note and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract AgreementIndenture, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent Indenture shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturecontrol.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ally Financial Inc.)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $___ or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: U.S. Bank National Association as Purchase Contract is Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust Administration Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Re: [_________ Corporate Units] [_________ Treasury Units] of PNM Resources, Inc. a New Mexico corporation (the "Company"). The following increases or decreases in this Global Purchase Contract have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.undersigned Holder hereby notifies you that it has delivered to U.S. Bank National Association, AS NOMINEE OF THE DEPOSITORY TRUST COMPANYas Securities Intermediary, A NEW YORK CORPORATION (THE “DEPOSITARY”)for credit to the Collateral Account, THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner $_____ aggregate principal amount of [the number of Purchase Contracts set forth aboveSenior Notes] [Treasury Securities] in exchange for the number of Units shown on Schedule A hereto[Pledged Senior Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interest] held in the Collateral Account, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Pledge Agreement, dated as of December [___]October 7, 2009 2005 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as may be supplemented from time to time, the “Purchase Contract Agreement”defined therein), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agentyou, the Company, the Collateral Agent, the Custodial Agent and the Holders Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the terms undersigned Holder the [Pledged Senior Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units] [Pledged Applicable Ownership Interest]. Date: Signature Guarantee: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations Occurrence of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(sTermination Event) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature[HOLDER] Attention:

Appears in 1 contract

Samples: Purchase Contract Agreement (Public Service Co of New Mexico)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another person) Dated: REGISTERED HOLDER If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature. Please print name and address of Register Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 40 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 2,000 Corporate Units (or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing if the Reset Effective Date is not a regular quarterly Payment Date). The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: Signature Guarantee: Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Register Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: Transfer Instructions for Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Corporate Units evidenced by this Global Purchase Contract Certificate is [ ]. The following increases or decreases in this Global Purchase Contract Certificate have been made: [For inclusion in Global Certificate only — THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT CERTIFICATE IS EXCHANGEABLE FOR PURCHASE CONTRACT CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. No. [Initial]11 000000000 Number of Purchase ContractsTreasury Units: This Purchase Contract Treasury Units Certificate certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] above [the For inclusion in Global Certificates only — or such other number of Treasury Units shown on reflected in the Schedule A of Increases or Decreases in Global Certificate attached hereto, which number may from time shall not exceed [ ]]. Each Treasury Unit consists of (i) a 1/40 undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to time be reduced or increased$1,000, as appropriate in accordance with subject to the terms Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract Agreement and Pledge Agreement, and (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of ii) the rights and obligations of the Holder under such one Purchase Contract with the Company. All capitalized terms used herein which that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities underlying each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract on Settlement Date, at a Purchase Price equal to the Mandatory Settlement Date (a) Stated Amount, a number of newly issued shares of common stock, $0.01 par value (“Common Stock”), Stock of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred Rate, unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A or a Fundamental Change, Change Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described Pledge Agreement. The Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the reverse hereofPurchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for U.S. federal income tax purposes, to treat each beneficial owner of a Treasury Unit as the owner of the applicable interests in the Treasury Securities. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer or exchange, but the Company and benefit under the Purchase Contract Agent may require payment of a sum sufficient to cover and Pledge Agreement or be valid or obligatory for any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Autoliv Inc)

AutoNDA by SimpleDocs

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) REGISTERED HOLDER If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units in multiples of 40 Treasury Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Units Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and addressaddress and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Cash Merger Early Settlement]: The initial number of Purchase Contracts Treasury Units evidenced by this Global Purchase Contract Certificate is [ ]. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number The Bank of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLONNew York, as Purchase Contract Agent By000 Xxxxxxx Xxxxxx, 8W New York, NY 10286 Telecopier No.: Authorized Officer Dated000-000-0000 Attention: Each Corporate Trust Division - Corporate Finance Unit Re: [ Corporate Units] [ Treasury Units] of E*TRADE Financial Corporation, a Delaware corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to [ ], as Securities Intermediary, for credit to the Collateral Account, $ Value of [Subordinated Notes] [Applicable Ownership Interests in the Treasury Portfolio] [Treasury Securities] in exchange for an equal Value of [Pledged Treasury Securities] [Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] held in the Collateral Account, in accordance with the Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of December November [___22], 2009 2005 (as may be supplemented from time to time, the “Purchase Contract Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and The Bank of New York MellonYork, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact for the holders of Corporate Units and agrees Treasury Units from time to be bound by time. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the terms and provisions thereof. Subject Collateral Agent to certain exceptions set forth release to you on behalf of the undersigned Holder the [Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes] [Pledged Applicable Ownership Interests in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice Treasury Portfolio] [Pledged Treasury Securities] related to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises[Corporate Units] [Treasury Units]. Dated: SignatureSignature Please print name and address of Registered Holder: Name: Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (E Trade Financial Corp)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Please print name and address of registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: The undersigned Holder of this Purchase Contract Cash Settled Units Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Cash Settled Units evidenced by this Purchase Contract Cash Settled Units Certificate specified below. The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Cash Settled Units in multiples of [20][10] Cash Settled Units or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Convertible Preferred Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Cash Settled Units Certificate representing any Purchase Contracts Cash Settled Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Cash deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Convertible Preferred Stock or Purchase Contracts Cash Settled Units Certificates are to be registered in the name of and delivered to and Pledged Cash is to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER Transfer Instructions for Pledged Cash Transferable upon [Early Settlement] [Fundamental Change Early Settlement]: The initial number of Purchase Contracts Cash Settled Units evidenced by this Global Purchase Contract Certificate is 0. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.The Bank of New York Mellon Trust Company, AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLONNational Association, as Purchase Contract Agent By[Address] Re: Authorized Officer Dated: Each [ Corporate Units] [ Treasury Units] of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (the “Company”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to the Collateral Account, $ [Value of Notes] [Cash] in exchange for [proceeds of the Pro Rata Portions of the Treasury Unit Collateral corresponding to Treasury Units (the “Treasury Unit Proceeds”)] [an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes] held in the Collateral Account, in accordance with the Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of December [___]November 5, 2009 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as may be supplemented from time to timedefined therein), among you, the “Purchase Contract Agreement”)Company, between the Company Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Treasury Unit Proceeds] related to such [Corporate Units] [Treasury Units]. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address The Bank of New York MellonMellon Trust Company, National Association, as Purchase Contract Agent [Address] Re: Cash Settled Units of Sxxxxxx Xxxxx & Dxxxxx, Inc., a Connecticut corporation (including its successors hereunder, the “Purchase Contract AgentCompany”). The undersigned Holder hereby notifies you that it has delivered to HSBC Bank USA, National Association, as Securities Intermediary, for credit to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made the Collateral Account, $ in exchange for a description an equal Value of Notes underlying Pledged Applicable Ownership Interests in Notes held in the respective rightsCollateral Account, limitations of rights, obligations, duties and immunities thereunder of in accordance with the Purchase Contract Agentand Pledge Agreement, dated as of November 5, 2010 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), among you, the Company, the Collateral Agent, the Custodial Agent and the Holders Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the terms upon which undersigned Holder the Purchase Contracts are, and are Notes underlying Pledged Applicable Ownership Interests in Notes related to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premisesCorporate Units. Dated: Signature: Signature Guarantee: Please print name and address of registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address [HOLDER] Attention: Telecopy:

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Treasury Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Purchase Contract Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Treasury Unit Certificate representing any Purchase Contracts Treasury Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Treasury Securities deliverable upon such [Early Settlement][Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts Treasury Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner of [the number of Purchase Contracts set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature:

Appears in 1 contract

Samples: Purchase Contract Agreement (Nextera Energy Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of [Common Stock or other securities Stock] [Preferred Stock] deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. DatedDate: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of [Common Stock Stock] [Preferred Stock] or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of [Common Stock Stock] [Preferred Stock] or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is . The following increases Transfer Instructions for Pledged Senior Notes or decreases the Applicable Ownership Interests in this Global Purchase Contract have been madethe Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: [THIS PURCHASE CONTRACT If the Unit is to be a Restricted Unit, insert the following—] [THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY OF THESE SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF ANY OF THESE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A GLOBAL PURCHASE CONTRACT QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (IF AVAILABLE), (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.] [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED AGENT SUCH OPINIONS OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE IN FORM REASONABLY SATISFACTORY TO AND IS REGISTERED IT AS PROVIDED FOR IN THE NAME OF CEDE & CO., INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE PROVIDED FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREININDENTURE.] CUSIP No. No. [Initial]11 CUSIP No.] Number of Purchase ContractsTreasury Units: This Purchase Contract Treasury Units Certificate certifies that [CEDE & CO.]12 [ ] (the “Holder”), or registered assigns, is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] [the number of Units shown on Schedule A hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 . Each Purchase Contract Treasury Unit consists of (i) a 1/40th, or 2.5%, undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under such one Purchase Contract with PNM Resources, Inc., a New Mexico corporation (the Company”). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on 16, 2008 (the “Purchase Contract on Settlement Date”), at a price equal to $25 (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly issued shares of common stock, $0.01 no par value value, (“Common Stock”) (or, under certain circumstances, one-tenth as many newly issued shares of Convertible Preferred Stock, Class A (“Preferred Stock”)), of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred Rate, unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A Fundamental Change, or a Cash Merger Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to % per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. The Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and valid or obligatory for any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Unit Purchase Agreement (PNM Resources Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon settlement on or after the Mandatory Settlement Date redemption of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (or cash included in the Merger Redemption Amount, if applicable), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Kindred Healthcare, Inc. Purchase Contracts Certificate Certificate Number: The initial number of Units initially represented by this certificate shall be . Thereafter the Purchase Contract Agent shall note changes in the number of Purchase Contracts evidenced by this Global certificate in the table set forth below: Amount of Decrease in Number of Purchase Contracts Represented by this Certificate Amount of Increase in Number of Purchase Contracts Represented by this Certificate Number of Purchase Contracts Represented by this Certificate following Decrease or Increase Signature of Authorized Officer of Purchase Contract is Agent Certificate No. The following increases or decreases in this Global Purchase Contract have been madeInitial Number of Shares of Preferred Stock: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & COKINDRED HEALTHCARE, INC., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION a Delaware corporation (THE the DEPOSITARYCompany”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract hereby certifies that [CEDE & CO.]12 [ ] U.S. Bank National Association (the “Holder”), or registered assigns, ) is the registered owner of [the [ ] (or such other number of Purchase Contracts set forth above] [the number of Units shown reflected on Schedule A hereto) fully paid and non-assessable shares of mandatory redeemable preferred stock, which number par value $0.25 per share, of the Company designated as the 7.25% Mandatory Redeemable Preferred Stock, Series A (the “Mandatory Redeemable Preferred Stock”). The shares of Mandatory Redeemable Preferred Stock are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Mandatory Redeemable Preferred Stock represented hereby are as specified in, and the shares of the Mandatory Redeemable Preferred Stock are issued and shall in all respects be subject to the provisions of, the certificate of designations, preferences, rights and limitations of the Mandatory Redeemable Preferred Stock dated November 24, 2014, as the same may be amended from time to time be reduced or increased, as appropriate in accordance with (the terms “Certificate of the Purchase Contract Agreement (as defined belowDesignations”), but which shall not exceed Units]13 Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized Capitalized terms used herein which are but not defined in the Purchase Contract Agreement (as defined on the reverse hereof) shall have the meaning set forth thereingiven them in the Certificate of Designations. Each Purchase Contract evidenced hereby obligates The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company to deliver to the Holder at its principal place of this Purchase Contract on the Mandatory Settlement Date (a) a number shares of common stock, $0.01 par value (“Common Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Date, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereofbusiness. Reference is hereby made to the further provisions set forth on the reverse hereofCertificate of Designations, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOFUpon receipt of this certificate, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This Holder is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms Certificate of Designations and provisions thereofis entitled to the benefits thereunder. Subject to certain exceptions set forth in Unless the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Transfer Agent and its Affiliates and any agent Registrar have properly countersigned, these shares of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or Mandatory Redeemable Preferred Stock shall not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder entitled to any benefit under the Certificate of the rights of a holder of the Common Stock Designations or other Reference Property. A copy of the Purchase Contract Agreement is available be valid or obligatory for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signatureany purpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Kindred Healthcare, Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (except with respect to shares of Series A Preferred Stock), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any Signature Signature Guarantee: (if assigned to another person) SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned Holder of this Purchase Contract Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 20 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect [Early Settlement] [Cash Merger Early Settlement] in multiples of 360,000 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock Stock, (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) or other securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share (except with respect to shares of Series A Preferred Stock) and any Purchase Contract Corporate Units Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock, Series A Preferred Stock or Purchase Contracts Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Address Name Address Address Social Security or other Taxpayer Identification Number, if any SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Transfer Instructions for Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: The initial number of Purchase Contracts evidenced Corporate Units represented by this Global Purchase Contract Certificate is 5,000,000. The following increases or decreases in this Global Purchase Contract Certificate have been made: [For inclusion in Global Certificate only - THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT CERTIFICATE IS EXCHANGEABLE FOR PURCHASE CONTRACT CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. CUSIP No. No. [Initial]11 023139 801 Number of Purchase ContractsTreasury Units: This Purchase Contract Treasury Units Certificate certifies that [CEDE Cede & CO.]12 Co.] [ ] (the “Holder”), or registered assigns, is the registered owner Holder of [the number of Purchase Contracts Treasury Units set forth above] above [the For inclusion in Global Certificates only - or such other number of Treasury Units shown on reflected in the Schedule A of Increases or Decreases in Global Certificate attached hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 ]. Each Purchase Contract Treasury Unit consists of (i) a 1/20 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under such one Purchase Contract with the Company. All capitalized terms used but not otherwise defined herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on May 17, 2011 (the “Purchase Contract on Settlement Date”), at a price equal to $50.00 (the Mandatory Settlement Date (a) “Stated Amount”), a number of newly issued shares of common stock, par value $0.01 par value per share (“Common Stock”), of the Company Company, equal to the Settlement Rate and/or (b) other Reference Property if or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, a Business Combination has occurred number of shares of Series A Preferred Stock equal to the product of the Settlement Rate and the Conversion Ratio), unless prior to or on the Mandatory Settlement Date, unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A Fundamental Change, or a Cash Merger Early Settlement or Early Mandatory Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the “Purchase Price”) for the shares of Common Stock (or, in the circumstances described in Section 5.08 of the Purchase Contract Agreement, shares of Series A Preferred Stock) purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Applicable Ownership Interest in the Treasury Security and Purchase Contract constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Applicable Ownership Interest in the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 0.00% per year of the Stated Amount; provided, however, that if the Authorized Share Condition is not satisfied by the 120th day following the initial issuance date of the Units, the Contract Adjustment Payments shall increase to 5% per year of the Stated Amount per Purchase Contract from such date to, but excluding, the date on which the Authorized Share Condition is satisfied. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Units Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and valid or obligatory for any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ambac Financial Group Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s 's name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s 's name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any [TO BE ATTACHED TO GLOBAL CERTIFICATES] The initial number of Purchase Contracts Corporate Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY ‑ THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER REFERRED DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY)., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. No. [Initial]11 65339F 879 Number of Purchase Contracts: Treasury Units _______ This Purchase Contract Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above [CEDE & CO.]12 [ ] for inclusion in Global Certificates only - or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed________. Each Treasury Unit represents (a) 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 (b) the rights and obligations of the Holder thereof and of NextEra Energy, Inc., a Florida corporation (the “HolderCompany”), or registered assigns, is under one Purchase Contract. All capitalized terms used herein without definition herein shall have the registered owner of [the number of Purchase Contracts meaning set forth above] [in the number Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the ownership interest in a Treasury Security constituting part of Units shown each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on Schedule A heretothe Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., which number may from time New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to time be reduced or increased, the Company on the Purchase Contract Settlement Date (as appropriate defined herein) in accordance with the terms of the Purchase Contract Agreement (as defined below)Pledge Agreement, but which shall not exceed Units]13 Each Purchase Contract consists in full satisfaction of the rights respective obligations of the Holder Holders of the Treasury Units under such the related Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth thereinContracts. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than September 1, 2015 (the “Purchase Contract on Settlement Date”), at a price of $50 in cash (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly issued shares of common stockCommon Stock, par value $0.01 par value per share, of the Company (“Common Stock”), of the Company ) equal to the applicable Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Dateas defined below), unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A or a Fundamental Change, Change Early Settlement or Early Mandatory Settlement with respect to the Treasury Units of which such Purchase ContractContract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (Nextera Energy Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, deliverable upon settlement on or after the Mandatory Settlement Date of the number of Purchase Contracts evidenced by this Purchase Contract be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon settlement of such Purchase Contracts (including for any fractional shareWGP Common Unit or fractional share of APC Stock) be paid, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: (if assigned to another Person) If shares securities are to be registered in the name of and delivered to (or cash is to be paid to) a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement (which Early Settlement may, as applicable, be deemed to be in connection with a Fundamental Change pursuant to Section 4.07 of the Purchase Contract Agreement) in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts evidenced by this Purchase Contract as specified below. The undersigned Holder directs that a certificate for WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, deliverable upon such Early Settlement be registered in the name of, and delivered, together with and/or a check in payment for the cash deliverable upon such Early Settlement (including for any fractional WGP Common Unit or fractional share and of APC Stock) be paid, together with any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If WGP Common Units, shares of Common APC Stock or other securities securities, as applicable, are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto, as provided in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If WGP Common Units, shares of Common APC Stock or Purchase Contracts other securities are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract certificate is . The following increases or decreases in this Global Purchase Contract certificate have been made: [THIS PURCHASE CONTRACT IS A GLOBAL PURCHASE CONTRACT WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO.No. Initial Number of Notes: ANADARKO PETROLEUM CORPORATION, AS NOMINEE OF THE DEPOSITORY TRUST COMPANYa Delaware corporation (the “Company”, A NEW YORK CORPORATION (THE “DEPOSITARY”which term includes any successor under the Indenture hereinafter referred to), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYfor value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as attorney-in-fact of holder(s) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFERof the Notes evidenced hereby, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. No. [Initial]11 Number of Purchase Contracts: This Purchase Contract certifies that [CEDE & CO.]12 [ ] or its registered assigns (the “Holder”), or registered assigns, is the registered owner initial principal amount of [$10.9507 for each of the number of Purchase Contracts Notes set forth above] [the number of Units shown on Schedule A hereto, which number of Notes may from time to time be reduced or increasedincreased as set forth in Schedule A hereto, as appropriate appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below)Indenture, but which number of Notes, taken together with the number of all other Outstanding Notes, shall not exceed Units]13 Each Purchase Contract consists 8,000,000 Notes at any time (as increased by a number of Notes equal to the rights number of any additional Units purchased by the Holder under such Purchase Contract with Underwriters pursuant to the Company. All capitalized terms used herein which are defined exercise of their over-allotment option as set forth in the Purchase Contract Agreement Underwriting Agreement), in equal quarterly installments (except for the first such payment) (each such payment, an “Installment Payment,” constituting a payment of interest at the rate per year of 1.50% and a partial repayment of principal) payable on each March 7, June 7, September 7 and December 7, commencing on September 7, 2015 (each such date, an “Installment Payment Date” and the period from, and including, June 10, 2015 to, but excluding, the first Installment Payment Date and each subsequent full quarterly period from, and including, an Installment Payment Date to, but excluding, the immediately succeeding Installment Payment Date, an “Installment Payment Period”), all as defined set forth on the reverse hereof) have , with the meaning set forth thereinfinal Installment Payment due and payable on June 7, 2018. Each Purchase Contract evidenced hereby obligates The Installment Payment on any Installment Payment Date shall be computed on the Company to deliver basis of a 360-day year consisting of twelve 30-day months. If an Installment Payment for any period shorter or longer than a full Installment Payment Period, such Installment Payment shall be computed on the basis of the number of days elapsed per 30-day month. In the event that any Installment Payment Date is not a Business Day, then payment of the Installment Payment on such date will be made on the next succeeding day that is a Business Day, and without any interest or other payment in respect of any such delay. Installment Payments shall be paid to the Holder Person in whose name the Note is registered at the close of this Purchase Contract business on the Mandatory Settlement Date February 23, May 23, August 23 and November 23, as applicable (a) each, a number shares of common stock, $0.01 par value (Common StockRegular Record Date”), . Installment Payments on this Note will be made at the office or agency of the Company equal maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Note in the case of the Installment Payment due on the Maturity Date; provided, however, that if this Note is not a Global Note, (i) Installment Payments, other than the final Installment Payment, will be made by check mailed to the Settlement Rate and/or address of the Person entitled thereto as such address shall appear in the Security Register; and the final Installment Payment will be made by check against surrender of this Note; (bii) other Reference Property if a Business Combination has occurred prior to all payments by check will be made in next-day funds (i.e., funds that become available on the Mandatory Settlement Dateday after the check is cashed); and (iii) notwithstanding clauses (i) and (ii) above, unless on or prior to the Mandatory Settlement Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement with respect to such Purchase Contractany payment of any amount due on this Note, all as provided if this Note has an initial principal amount of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the Purchase Contract Agreement and more fully described case of any Installment Payment other than the final Installment Payment, the Holder thereof on the reverse hereofrelated Regular Record Date delivers a written request to the Paying Agent to make such Installment Payment by wire transfer at least five Business Days before the date such payment becomes due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire instructions, once properly given by a Holder as to this Note, remaining in effect as to such Holder and this Note unless and until new instructions are given in the manner described above; provided further, that notwithstanding anything in the foregoing to the contrary, if this Note is a Global Note, payment shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose until the Certificate of Authentication shall have been manually signed by or on behalf of the Trustee. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall will for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signature.

Appears in 1 contract

Samples: Purchase Contract Agreement (Anadarko Petroleum Corp)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities a depositary share deliverable upon settlement on or after the Mandatory Settlement Stock Purchase Date of the Stock Purchase Contracts underlying the number of Purchase Contracts Normal MCAPS evidenced by this Purchase Contract Normal MCAPS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: (if assigned to another Personperson) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The undersigned Holder of this Purchase Contract hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract with respect to the Purchase Contracts evidenced by this Purchase Contract specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract representing any Purchase Contracts evidenced hereby as to which Early Settlement is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature Signature Guarantee: Number of Purchase Contracts evidenced hereby as to which Early Settlement is being elected: If shares of Common Stock or Purchase Contracts are to be registered in the name of and delivered to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name Name Address Address Social Security or other Taxpayer Identification Number, if any The initial number of Purchase Contracts evidenced by this Global Purchase Contract is . The following increases or decreases in this Global Purchase Contract Certificate have been made: [{For inclusion in Global Certificate only - THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT CERTIFICATE IS EXCHANGEABLE FOR PURCHASE CONTRACT CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] } No. CUSIP No. No. [Initial]11 Number of Purchase ContractsTreasury MCAPS: This Purchase Contract Treasury MCAPS Certificate certifies that [CEDE {Cede & CO.]12 [ ] (the “Holder”), or registered assigns, Co.} is the registered owner Holder of [the number of Purchase Contracts Treasury MCAPS set forth above] [the above {for inclusion in Global Certificates only – or such other number of Units shown on Treasury MCAPS reflected in the Schedule A of Increases or Decreases in the Global Certificate attached hereto, which number may from time to time be reduced or increased, as appropriate in accordance with the terms of the Purchase Contract Agreement (as defined below), but which shall not exceed Units]13 }. Each Purchase Contract Treasury MCAPS consists of (i) a Qualifying Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Qualifying Treasury Security by such Holder pursuant to the Collateral Agreement, and (ii) the rights and obligations of the Holder under such one Stock Purchase Contract with Xxxxxx Brothers Holdings Inc., a Delaware corporation (the Company”). All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Collateral Agreement, the Qualifying Treasury Security constituting part of each Treasury MCAPS evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contract comprising part of such Treasury MCAPS. Each Stock Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract Treasury MCAPS Certificate to purchase, and the Company to sell, on the Mandatory Settlement Date Stock Purchase Date, at a price equal to $1,000 (a) the “Purchase Price”), one depositary share (“Depositary Share”), representing 1/100th of a number shares share of common stockthe Non-Cumulative Perpetual Preferred Stock, Series I, $0.01 par value 100,000 liquidation preference per share (the Common Preferred Stock”), of the Company equal to the Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement DateCompany, unless on or prior to the Mandatory Settlement Stock Purchase Date there shall have occurred a an Early Settlement Upon A Fundamental Change, Early Settlement or Early Mandatory Settlement Termination Event with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price for a Depositary Share purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of the proceeds from the Qualifying Treasury Securities at maturity pledged to secure the obligations of the Holder under such Stock Purchase Contract of the Treasury MCAPS of which such Stock Purchase Contract is a part. Each Holder of MCAPS agrees, by acceptance of MCAPS, and each Beneficial Owner agrees, by acceptance of a beneficial interest in MCAPS, for United States federal, state and local income and franchise tax purposes, (i) to treat a Holder’s acquisition of the Normal MCAPS as the acquisition of the Trust Preferred Securities and Stock Purchase Contract constituting the Normal MCAPS and Treasury MCAPS as a unit consisting of Qualifying Treasury Securities and a Stock Purchase Contract and to treat each Holder as the owner of the applicable interest in the Collateral Account, including the Trust Preferred Securities or the Qualifying Treasury Securities, (ii) the Debentures as indebtedness of the Company, and (iii) the fair market value of each $1,000 Initial Liquidation Amount of Trust Preferred Securities included in Normal MCAPS as $1,000 and the fair market value of each Stock Purchase Contract as $0. The Company shall pay, on each Payment Date, in respect of each Stock Purchase Contract forming part of a Treasury MCAPS evidenced hereby, an amount (the “Contract Payments”) equal to 0.15% per year of the Stated Amount, subject to its rights provided for in the Stock Purchase Contract Agreement to defer Contract Payments. Such Contract Payments shall be payable to the Person in whose name this Treasury MCAPS Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Payments will be payable at the office of the Stock Purchase Contract Agent in New York City. If the book-entry system for the Treasury MCAPS has been terminated, the Contract Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Stock Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of been executed by the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Stock Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreementmanual signature, dated as of December [___], 2009 (as may this Treasury MCAPS Certificate shall not be supplemented from time entitled to time, any benefit under the “Purchase Contract Agreement”), between Collateral Agreement or the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Stock Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; be valid or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge shall be required obligatory for any such registration of transfer or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to be bound by the terms and provisions thereof. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: Signaturepurpose.

Appears in 1 contract

Samples: Stock Purchase Contract (Lehman Brothers Holdings Inc)

SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon settlement on or after the Mandatory Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Purchase Contracts Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incidental incident thereto. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (if assigned to another Person“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature: Name Name Address Address Social Security or other Taxpayer Identification Number, if any REGISTERED HOLDER A-17 DB 1/ 148045032.3 The undersigned Holder of this Purchase Contract Corporate Unit Certificate hereby irrevocably exercises the option to effect [Early Settlement Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Purchase Contract Corporate Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement Settlement] [Fundamental Change Early Settlement] (after taking into account all Units of such Holder submitted by such Holder for [Early Settlement] [Fundamental Change Early Settlement]) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Purchase Contract Corporate Unit Certificate representing any Purchase Contracts Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares of Common Stock or other securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. In completing this form, you should cross out “[Early Settlement]” or “[Fundamental Change Early Settlement]”, as appropriate, if not applicable. Capitalized terms used herein but not defined shall have meaning set forth or incorporated by reference in the Purchase Contract Agreement. Dated: Signature Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Purchase Contracts Units evidenced hereby as to which [Early Settlement Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Purchase Contracts other securities or Corporate Unit Certificates are to be registered in the name of and delivered to and Debentures underlying Pledged Applicable Ownership Interests in Debentures, or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address: REGISTERED HOLDER Please print name and address of Registered HolderTransfer Instructions for Debentures underlying Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]: Name Name Address Address Social Security or other Taxpayer Identification Number, if any DB 1/ 148045032.3 [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Purchase Contracts Corporate Units evidenced by this Global Purchase Contract Certificate is ________. The following increases or decreases in this Global Purchase Contract Certificate have been made: A-19 DB 1/ 148045032.3 [FOR INCLUSION IN GLOBAL CERTIFICATES ONLY—THIS PURCHASE CONTRACT CERTIFICATE IS A GLOBAL PURCHASE CONTRACT CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER REFERRED DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS PURCHASE CONTRACT IS EXCHANGEABLE FOR PURCHASE CONTRACT REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS PURCHASE CONTRACT (OTHER THAN A TRANSFER OF THIS PURCHASE CONTRACT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS PURCHASE CONTRACT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PURCHASE CONTRACT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY)., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _____ CUSIP No. No. [Initial]11 _____________ Number of Purchase Contracts: Treasury Units _______ Treasury Units ($50 Stated Amount) This Purchase Contract Treasury Unit Certificate certifies that ___________ is the registered Holder of the number of Treasury Units set forth above [CEDE & CO.]12 [ ] for inclusion in Global Certificates only—or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed _________. Each Treasury Unit represents (a) 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 (b) the rights and obligations of the Holder thereof and of NextEra Energy, Inc., DB 1/ 148045032.3 a Florida corporation (the “HolderCompany”), or registered assigns, is under one Purchase Contract. All capitalized terms used herein without definition herein shall have the registered owner of [the number of Purchase Contracts meaning set forth above] [or incorporated by reference in the number Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the undivided beneficial interest in a Treasury Security constituting part of Units shown each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Pledged Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units, to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on Schedule A heretothe Business Day such payment is received by the Collateral Agent (provided, which number may from time that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of the principal of any Pledged Treasury Securities, to time be reduced or increased, the Company on the Purchase Contract Settlement Date (as appropriate defined herein) in accordance with the terms of the Purchase Contract Agreement (as defined below)Pledge Agreement, but which shall not exceed Units]13 Each Purchase Contract consists in full satisfaction of the rights respective obligations of the Holder Holders of the Treasury Units under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth thereinContracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, not later than June 1, 2027 (the “Purchase Contract on Settlement Date”), at a price of $50 in cash (the Mandatory Settlement Date (a) “Purchase Price”), a number of newly-issued shares of common stockCommon Stock, par value $0.01 par value per share, of the Company (“Common Stock”), of the Company equal ) determined by reference to the applicable Settlement Rate and/or (b) other Reference Property if a Business Combination has occurred prior to the Mandatory Settlement Dateas defined below), unless on or prior to the Mandatory Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement Upon A or a Fundamental Change, Change Early Settlement or Early Mandatory Settlement with respect to the Treasury Units of which such Purchase ContractContract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The “Settlement Rate” shall be determined as follows: (a) if the Applicable Market Value (as defined below) is equal to or greater than $90.38 (the “Threshold Appreciation Price”), the applicable Settlement Rate shall equal 0.5532 shares of Common Stock per Purchase Contract (the “Minimum Settlement Rate”), (b) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $72.31 (the “Reference Price”), the applicable Settlement Rate shall equal the number of shares of Common Stock per Purchase Contract having a value equal to $50 divided by the Applicable Market Value, and (c) if the Applicable Market Value is less than or equal to the Reference Price, the applicable Settlement Rate shall equal 0.6915 shares of Common Stock per Purchase Contract (the “Maximum Settlement Rate”), in each case subject to adjustment as provided in the Purchase Contract Agreement. No DB 1/ 148045032.3 fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the “Contract Adjustment Payments”) equal to 2.149% per annum of the Stated Amount (computed on the basis of a 360-day year consisting of twelve 30-day months), subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) is registered on the Security Register at the close of business on the Record Date relating to such Payment Date. Contract Adjustment Payments will be payable at the Corporate Trust Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register or by wire transfer to an account appropriately designated in writing by the Person entitled to payment. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 11 Include if a Global Unit. 12 Include if a Global Unit. 13 Include if a Global Unit. IN WITNESS WHEREOF, Unless the Company certificate of authentication hereon has caused this instrument to be duly executed. CITIGROUP INC. By: Name: Title: By: Name: Title: DATED: This is one of the Purchase Contracts referred to in the within-mentioned Purchase Contract Agreement. By: THE BANK OF NEW YORK MELLON, as Purchase Contract Agent By: Authorized Officer Dated: Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of December [___], 2009 (as may be supplemented from time to time, the “Purchase Contract Agreement”), between the Company and The Bank of New York Mellon, as Purchase Contract Agent (including its successors hereunder, the “Purchase Contract Agent”), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Purchase Contracts are, and are to be, been executed and delivered. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract, on the Mandatory Settlement Date a number of shares of Common Stock equal to the Settlement Rate, except that the Purchase Contracts are subject to settlement prior to the Mandatory Settlement Date either at the option of the Holder at any time or in connection with a Fundamental Change, in each case pursuant to the terms of the Purchase Contract Agreement; or at the election of the Company, following an Early Mandatory Settlement Event. No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in Section 4.04 of the Purchase Contract Agreement. The Purchase Contracts are issuable only in registered form and only in denominations of a single Purchase Contract and any integral multiple thereof. The transfer of any Purchase Contract will be registered and Purchase Contracts may be exchanged as provided in the Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as permitted by the Purchase Contract Agreement. No service charge Agent by manual signature, this Treasury Unit Certificate shall not be required for entitled to any such registration of transfer benefit under the Pledge Agreement or exchange, but the Company and the Purchase Contract Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Holder of this Purchase Contract, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement on its behalf as its attorney-in-fact and agrees to or be bound by the terms and provisions thereofvalid or obligatory for any purpose. Subject to certain exceptions set forth in the Purchase Contract Agreement, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Purchase Contract is registered as the owner of the Purchase Contracts evidenced hereby for the purpose of performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of the Common Stock or other Reference Property. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM: as tenants in common UNIF GIFT MIN ACT: Custodian Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto the within Purchase Contracts and all rights thereunder, hereby irrevocably constituting and appointing attorney , to transfer said Purchase Contracts on the books of Citigroup Inc. with full power of substitution in the premises. Dated: SignatureDB 1/ 148045032.3

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

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