Common use of Substitution Release Repledge and Settlement of Notes Clause in Contracts

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units At any time on or prior to the second Business Day immediately preceding the Share Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

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Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Treasury Units. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Normal Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts Contract(s) comprising a part of such Normal Units, its Corporate Units in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal 20 Corporate Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal transferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Corporate Units, whereupon the . The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in pursuant to the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or a Successful Initial -------- ------- Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of 32,000 Corporate Units at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any Remarketing Period until other provision herein, in no event shall the expiration of three Business Days after Collateral Agent have any liability for acting in accordance with instructions in the end of such Remarketing Period. form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Corporate Units and the related instruction from the Purchase Contract AgentAgent and, if applicable, notice from the Company that a Successful Initial Remarketing or a Tax Event Redemption has occurred, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, security interests, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Alltel Corp)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units At any time on or prior to the second seventh Business Day immediately preceding the Share Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four beginning on the fourth Business Days Day prior to any the first day of the first or second Remarketing Period until and ending on the expiration of three third Business Days Day after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Unumprovident Corp)

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Collateral Substitution for Notes and the Creation of Stripped Units DECS. At any time on or prior to the seventh Business Day immediately preceding the Forward Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Forward Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Normal Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Forward Purchase Contracts Contract(s) comprising a part of such Normal Units, its Upper DECS in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, 20 Upper DECS by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such Normal Units term) in the Treasury Portfolio, as the case may be), to be released and (b) delivering such Normal Units transferring the related Upper DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Forward Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Upper DECS. The Forward Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Upper DECS, Holders of Upper DECS may make such Holder may not substitute substitution only in integral multiples of 32,000 Upper DECS or another integral multiple such that the Treasury Securities for such Pledged Notes to be deposited and those to be released are in integral multiples of $1,000 at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to the second Business Day immediately preceding the Forward Purchase Contract Settlement Date. Without limiting the generality of any Remarketing Period until other provision herein, in no event shall the expiration of three Business Days after Collateral Agent have any liability for acting in accordance with instructions in the end of such Remarketing Period. form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units Upper DECS and the related instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Forward Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Cendant Corp)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units At any time on or prior to the second seventh Business Day immediately preceding the Share Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's ’s obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Table of Contents Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four beginning on the fourth Business Days Day prior to any the first day of the first or second Remarketing Period until and ending on the expiration of three third Business Days Day after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Unumprovident Corp)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Treasury Units. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Normal Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged Successful Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts comprising Contract(s) compris ing a part of such Normal Units, its Corporate Units in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Corporate Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal trans ferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Corporate Units, whereupon the . The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of 8,000 Corporate Units at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three second Business Days after Day immediately preceding the end of such Remarketing PeriodPurchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Normal Corporate Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Sprint Corp)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Treasury Units. ---------------------------------------------------------- At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or Successful Remarketing has occurred), a Holder of Normal Corporate Units shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption, Successful Initial Remarketing or Pledged Successful Subsequent Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts Contract(s) comprising a part of such Normal Units, its Corporate Units in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Corporate Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal transferring the related Corporate Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Corporate Units, whereupon the . The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption, Successful Initial Remarketing, Successful Subsequent Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders of Corporate Units may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of [ ] Corporate Units at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three second Business Days after Day immediately preceding the end of such Remarketing PeriodPurchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Normal Corporate Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Sprint Corp)

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Growth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Normal Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts Contract(s) comprising a part of such Normal Units, its Income PRIDES in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, 20 Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal Units transferring the related Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Income PRIDES. The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders of Income PRIDES may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of 32,000 Income PRIDES at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three second Business Days after Day immediately preceding the end of such Remarketing PeriodPurchase Contract Settlement Date. Upon receipt of Treasury Securities from a Holder of Normal Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Electronic Data Systems Corp /De/)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units DECS. At any time on or prior to the second Business Day immediately preceding the Share Stock Purchase Date, a Holder of Normal Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal UnitsUpper DECS, in integral multiples of 40 Normal Units20 Upper DECS, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so Upper DECS such that Treasury Securities to be deposited and the applicable Treasury Consideration, as Consideration or the case may be, Applicable Ownership Interest in the Treasury Portfolio to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units Upper DECS and (b) delivering such Normal Units Upper DECS to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal UnitsUpper DECS, whereupon the Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent in the form provided in Exhibit AA hereto; provided that that, such Holder may not substitute such Treasury Securities for such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units Upper DECS and the related written instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Temple Inland Inc)

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Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units DECS. At any time on or prior to the second Business Day immediately preceding the Share a Stock Purchase Date, a Holder of Normal Units Upper DECS shall have the right to substitute Treasury Securities for the Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, securing such Holder's obligations under the Forward Purchase Contracts comprising a part of such Normal UnitsUpper DECS, in integral multiples of 40 Normal Units20 Upper DECS, or after a successful remarketing of the Notes pursuant to the Forward Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so Upper DECS such that the Treasury Securities to be deposited and the applicable Treasury Consideration, as Consideration or Applicable Ownership Interest in the case may be, Treasury Portfolio to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units Upper DECS and (b) delivering such Normal Units Upper DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Forward Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities amount and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, related to such Normal UnitsUpper DECS, whereupon the Forward Purchase Contract Agent shall promptly give such instruction in writing to the Collateral Agent in the form provided in Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units Upper DECS and the related written instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and shall promptly Transfer such Pledged Notes or Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Forward Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Capital One Financial Corp)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units At any time on or prior to the second Business Day immediately preceding the Share Stock Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Household International Inc)

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Growth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Normal Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts Contract(s) comprising a part of such Normal Units, its Income PRIDES in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, 20 Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal Units transferring the related Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Income PRIDES. The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders of Income PRIDES may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of 80,000 Income PRIDES at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any Remarketing Period until other provision herein, in no event shall the expiration of three Business Days after Collateral Agent have any liability for acting in accordance with instructions in the end of such Remarketing Period. form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Electronic Data Systems Corp /De/)

Substitution Release Repledge and Settlement of Notes. SECTION 4.1 Collateral Substitution and the Creation of Stripped Units At any time on or prior to the second Business Day immediately preceding the Share Purchase Date, a Holder of Normal Units shall have the right to substitute Treasury Securities for the Pledged Notes or Pledged Treasury Consideration, as the case may be, securing such Holder's obligations under the Purchase Contracts comprising a part of such Normal Units, in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount equal to the aggregate Stated Amount of such Normal Units and (b) delivering such Normal Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged Treasury Consideration related to such Normal Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit AA to the Purchase Contract Agreement; provided that that, such Holder may not substitute such Treasury Securities for such Pledged Notes or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of Treasury Securities from a Holder of Normal Units and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged Treasury Consideration and shall promptly Transfer such Pledged Notes or Pledged Treasury Consideration free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)

Substitution Release Repledge and Settlement of Notes. SECTION Section 4.1 Collateral Substitution for Notes and the Creation of Stripped Units Growth PRIDES. At any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date (or on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder of Normal Units Income PRIDES shall have the right to substitute Treasury Securities for the Pledged Notes (or, if a Tax Event Redemption or Pledged a Successful Initial Remarketing has occurred, the appropriate Applicable Ownership Interest in the Treasury Consideration, as the case may be, Portfolio) securing such Holder's obligations under the Purchase Contracts Contract(s) comprising a part of such Normal Units, its Income PRIDES in integral multiples of 40 Normal Units, or after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, in integral multiples of Normal Units so that Treasury Securities to be deposited and the applicable Treasury Consideration, as the case may be, to be released are in integral multiples of $1,000, Income PRIDES by (a) Transferring to the Collateral Agent Treasury Securities having an aggregate principal amount a Value equal to the aggregate Stated Amount principal amount of the Pledged Notes (or appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such Normal Units term) in the Treasury Portfolio as the case may be), to be released and (b) delivering such Normal Units transferring the related Income PRIDES to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit 13 B hereto, to the Purchase Contract Agent stating that such Holder has Transferred the relevant Treasury Securities to the Collateral Agent pursuant to clause (a) above (stating the principal amount, the maturities and the CUSIP numbers Value of the Treasury Securities Transferred by such Holder) and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, related to such Normal Units, whereupon the Income PRIDES. The Purchase Contract Agent shall promptly give such instruction to instruct the Collateral Agent in pursuant to the form provided in Exhibit A; provided provided, however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Income PRIDES, Holders of Income PRIDES may make such Holder may not substitute such Treasury Securities for such Pledged Notes substitution only in integral multiples of 8,000 Income PRIDES at any time on or Pledged Treasury Consideration pursuant to this Section 4.1 after a Prepayment Event or during the period from four Business Days prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. Without limiting the generality of any Remarketing Period until other provision herein, in no event shall the expiration of three Business Days after Collateral Agent have any liability for acting in accordance with instructions in the end of such Remarketing Period. form provided in Exhibit A. Upon receipt of Treasury Securities from a Holder of Normal Units Income PRIDES and the related instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, and shall promptly Transfer to the securities account specified by the Purchase Contract Agent such Pledged Notes or Pledged the appropriate Applicable Ownership Interest of the Treasury Consideration Portfolio, as the case may be, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent. All items Transferred and/or substituted by any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be Transferred and/or substituted free and clear of all liens, claims and encumbrances.

Appears in 1 contract

Samples: Pledge Agreement (Gabelli Asset Management Inc)

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