The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in: (i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and (iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the NotesDebentures, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes Debentures comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes Debentures (including any Notes or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any NotesDebentures, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged NotesDebentures,” “" "Pledged Treasury Consideration,” “" or the "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Debentures or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes Debentures or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Debenture prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Anthem Inc)
The Pledge. (a) The Holders from time to time as ----------- beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiiiv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Subsequent Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (v) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the all Notes comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are created in and credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Successful Initial Remarketing, Successful Subsequent Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Corporate Unit to a Stripped Treasury Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Sprint Corp)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and;
(iii) all Proceeds of the foregoing; and
(iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”"COLLATERAL").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 4.1, 4.2 and 4.2 4.3 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
(e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of [___]% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration [(as specified in clause (B) of the definition of Treasury Consideration)] that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Xl Capital LTD)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Growth PRIDES so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Electronic Data Systems Corp /De/)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Preferred Securities constituting a part of the Units, (B) Securities and all Proceeds thereof and any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury such Preferred Securities in accordance with Section 4.2 4 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
Agreement (iithe "Collateral"); (b) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash assets and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2(e); in the Treasury Portfolio purchased on behalf of the Holders of Income Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all proceeds of the foregoing, collectively, the “Collateral”).
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Income Units, shall cause the Notes Preferred Securities comprising a part of the Normal Income Units to be Transferred delivered to the Collateral Agent for the benefit of the Company.
Company by physically delivering such securities to the Collateral Agent endorsed in blank and the Collateral Agent delivering such securities to the Securities Intermediary and causing the Securities Intermediary to credit the 10 Collateral Account with such securities and send the Collateral Agent a confirmation of the deposit of such securities. In the event a Holder of Income Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate stated liquidation amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Preferred Securities, or with an appropriate Applicable Ownership Interest (cas specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations of the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes Preferred Securities (including any Notes or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, ) or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Preferred Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 Section 4 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “Pledged Treasury Consideration,” “Preferred Securities" or the "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Preferred Securities or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, Preferred Securities in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal an Income Unit to a Stripped Growth Unit, or except as otherwise required to release Notes securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen 15 days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.. 11
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Senior Notes constituting a part of the UnitsSecurities, (B) and any Treasury Securities delivered in exchange for any NotesSenior Notes (or, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as if applicable, the Portfolio Interests) in accordance with Section 4.1 hereof, and any Senior Notes (C) any Notesor, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as if applicable, any Portfolio Interests) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Portfolio Interests and the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise; and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Senior Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company.
. Without limiting and in furtherance of the foregoing, on such date, the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Note (cas defined in the Indenture) The pledge provided indorsed in this Section 2.1 is herein referred to blank or together with such powers indorsed in blank as the “Pledge” Collateral Agent or the Company may request to the Collateral Agent, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Senior Notes. On any date on which the Senior Note (or any other security certificate (as defined in Section 8-102(a)(16) of the Code) evidencing all or a portion or the Pledged Senior Notes) shall be Transferred to a clearing corporation (as defined in Section 8-102(a)(5) of the Code) (as contemplated in Section 2.3 of the Second Supplemental Indenture) the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Notes, or cause the Senior Notes (including any to be Transferred, to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with applicable law including, without limitation, the TRADES Regulations. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Senior Notes or Portfolio Interests, as the case may be, with a Stated Amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Senior Notes, or in the case of Portfolio Interests, equal to the aggregate principal amount of the Treasury Securities so transferred. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Senior Notes or Portfolio Interests to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or such Portfolio Interests, so transferred to the Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and Portfolio Interests, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that are delivered pursuant a Security Entitlement with respect to Section 6.2 hereof), Treasury Consideration, such Treasury Securities or Applicable Ownership Interest in the Treasury such Portfolio subject Interests has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Senior Notes, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.4 hereof, Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as the “Pledged Senior Notes,” “Pledged Treasury Securities” and the “Pledged Portfolio Interests,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Senior Notes or any other securities Securities held in physical form.
(d) form in its name. Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Senior Note prior to the termination of this AgreementAgreement except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Pledged Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby. Notwithstanding the foregoing, the parties hereto, and the Holders of Securities by reason of their acquisition of the Securities, agree, for United Stated federal income tax purposes, to treat each Holder of Securities as the owner of that portion of the Collateral which relates to the Securities beneficially owned by such Holder.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(a) in (i) (A) the NotesPreferred Securities, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (Bii) any Treasury Securities delivered in exchange for any Notes, Preferred Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (Ciii) any Notes, Preferred Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiic) in any Senior Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; (d) in the Treasury Consideration purchased on behalf of the Holders of Normal Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2; and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes Preferred Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided . Such Preferred Securities shall be Transferred by physically delivering such securities to the Securities Intermediary indorsed in this Section 2.1 is herein referred blank and causing the Securities Intermediary to as credit the “Pledge” Collateral Account with such securities and sending the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject Consideration has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Preferred Securities (or the Senior Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Preferred Securities (or the Senior Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Preferred Securities," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively and collectively the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Preferred Securities or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes Preferred Securities (or if a Tax Event Redemption has occurred, the Treasury Consideration) or Treasury ConsiderationSecurities, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury SecuritiesPreferred Security (or if a Tax Event Redemption has occurred, the Applicable Ownership Interest in the Treasury Portfolio Consideration) or Treasury Consideration, as applicable, Securities prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) in the Notes, Treasury Consideration, Trust Preferred Securities and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereofTrust Preferred Securities, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Trust Preferred Securities delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 4 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Trust Preferred Securities comprising a part of the Normal Units Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury . Such Trust Preferred Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed Transferred by the Collateral Agent acting on behalf of the Company, physically delivering such Securities to the Securities Intermediary shall have the right to re-register endorsed in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for blank and causing the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of credit the Notes evidenced thereby from the Pledge, the Collateral Account with such Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and sending the Collateral Agent a confirmation of the Securities Intermediary’s failure to obtain possession deposit of any such replacement certificate as required hereby.Securities. In the event a Holder of Income PRIDES so elects, such Holder
Appears in 1 contract
Sources: Pledge Agreement (PCHC Finance I)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the NotesDebentures, Treasury Consideration, TreasuryConsideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes Debentures comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes Debentures (including any Notes or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any NotesDebentures, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged NotesDebentures,” “" "Pledged Treasury Consideration,” “" or the "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Debentures or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes Debentures or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes Debentures as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Debenture prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Debentures evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Debentures remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure 's inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Anthem Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Upper DECS by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Upper DECS so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Forward Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Stripped DECS so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Forward Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Upper DECS to a Stripped UnitDECS, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Cendant Corp)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in all and lien upon and right of the set off against such Holder's right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio and Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case case, that have been Transferred transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) payments made by Holders pursuant to Section 4.4 hereof;
(iii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiiiv) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.
(c) Subsequent to the date of initial issuance of the Units, the Purchase Contract Agent shall file or cause to be filed a financing statement prepared by the Company in the State of New York, Office of the Secretary of State and any other jurisdictions which the Company deems necessary. The Purchase Contract Agent, as attorney-in-fact for the Holders as debtors, shall sign a financing statement describing the Collateral.
(d) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any or the Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or any Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or any Applicable Ownership Interest in the Treasury Portfolio or any Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “" "Pledged Applicable Ownership Interest in the Treasury Portfolio,” " or "Pledged Treasury Securities" respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(de) Except as may be required in order to release Pledged Notes or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
(f) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, the Cash payments at the rate of ___% per year of the Stated Amount of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Toys R Us Inc)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) the Notes constituting a part of the Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement;
(ii) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement;
(iiiii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto;
(iv) upon the occurrence of a Special Event Redemption, the Treasury Portfolio Transferred to the Collateral Account;
(v) all Proceeds of the foregoing; and
(iiivi) all Proceeds powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 4.1, 4.2 and 4.2 4.3 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” and “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder’s election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall not relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
(e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash interest payments at the rate of 8.25% per year on the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Xl Capital LTD)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Notes delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (ii) in payments made by Holders pursuant to Section 4.04; (iii) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiiiv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (v) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”"COLLATERAL").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.01 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.01 is herein referred to as the "PLEDGE" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.02 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "PLEDGED NOTES" or the "PLEDGED TREASURY SECURITIES," respectively. Subject to the Pledge and the provisions of Section 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Corporate Unit to a Stripped Treasury Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen 15 days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Kansas City Southern Industries Inc)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the NotesDebentures, Treasury ConsiderationConsideration and Treasury Securities, Treasury Securities and any Applicable Ownership Interest in as the Treasury Portfolio case may be, constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Debentures or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto;
(iii) the Redemption Treasury Portfolio purchased on behalf of the Holders of Normal Units by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.3; and
(iiiiv) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes Debentures comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes Debentures (including any Notes or the Debentures that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any NotesDebentures, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 4.1, 4.2 and 4.2 hereof, respectively, 6.3 hereof are hereinafter referred to as “"Pledged NotesDebentures,” “" "Pledged Treasury Consideration,” “" or the "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Debentures or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Solectron Corp)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-in- fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) in the Notes, Treasury Consideration, Capital Securities and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereofCapital Securities, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Capital Securities delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 4 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in any Debentures delivered to the Collateral Agent upon the occurrence of an Investment Company Event or a liquidation of the Trust as provided in Section 6.2; (e) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Tax Event Redemption as provided in Section 6.2 and (f) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently concur rently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Capital Securities comprising a part of the Normal Units Income PRIDES, and the Treasury Securities comprising a part of the Growth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided . Such Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in this Section 2.1 is herein referred blank and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company of Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the “Pledge” case may be, with an aggregate stated liquidation amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Capital Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the Notes (including any Notes Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that are delivered pursuant a Security Entitlement with respect to Section 6.2 hereof), Treasury Consideration, such Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject Portfolio, has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities subject to the Pledge, excluding any Capital Securities (or the Debentures that are delivered pursuant to Section 6.2 hereof) or Treasury Securities released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Capital Securities or any other securities Securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, Capital Securities in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Capital Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Capital Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Ingersoll Rand Co)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full fill beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Platinum Underwriters Holdings LTD)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Senior Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesSenior Notes (or, Treasury Consideration or any if applicable the Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof), and any Senior Notes (C) any Notesor, Treasury Consideration or any if applicable the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occuoccurrencea Successful Initial Remarketing or a Tax Event Redemption as provided in [Article VI] or otherwise; and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Senior Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company.
. Such Senior Notes shall be Transferred by physically delivering such Securities to the Securities Intermediary indorsed in blank (cor accompanied by a stock or bond power indorsed in blank) The pledge provided and causing the Securities Intermediary to credit the Collateral Account with such Securities and sending the Collateral Agent a confirmation of the deposit of such Securities. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company in this Section 2.1 is herein referred exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the “Pledge” case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Senior Notes, or with with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interestof the Treasury Portfolio to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, so transferred to the Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and the Notes (including any Notes appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that are delivered pursuant a Security Entitlement with respect to Section 6.2 hereof), Treasury Consideration, such Treasury Securities or appropriate Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in of the Treasury Portfolio,” respectively. Subject , has been credited to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes or Treasury Securities subject to the Pledge, excluding any Senior Notes or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Senior Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Senior Notes or any other securities Securities held in physical form.
(d) form in its name. Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Senior Note prior to the termination of this AgreementAgreement [except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary]. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Equity Units or Stripped Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Notes in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Notes delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the Equity Units, shall cause the Notes comprising a part of the Normal Equity Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any or the Notes that are delivered pursuant to Section 6.2 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Notes or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 4.1, 4.2 and 4.2 4.3 hereof, respectively, are hereinafter herein referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" "Pledged Treasury Securities” " or “"Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the UnitsSecurities, (B) any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as and any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Growth PRIDES so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and of the Collateral Agent of the Securities Intermediary’s Agent's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyTECO, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(a) in (i) (A) the NotesTrust Preferred Securities, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (Bii) any Treasury Securities delivered in exchange for any Notes, Trust Preferred Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (Ciii) any Notes, Trust Preferred Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiic) in any LLC Preferred Securities delivered to the Collateral Agent upon the winding up, liquidation or termination of the Trust as provided in Section 6.2; (d) in any Notes delivered to the Collateral Agent upon the occurrence of a winding up, liquidation or termination of the Trust as provided in Section 6.2; and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes Trust Preferred Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of TECO. Such Trust Preferred Securities shall be Transferred by physically delivering the Company.
(c) The pledge provided global certificate representing such securities to the Securities Intermediary indorsed in this Section 2.1 is herein referred blank and causing the Securities Intermediary to as credit the “Pledge” Collateral Account with such securities and sending the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject has been credited to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company TECO as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Trust Preferred Securities (or any LLC Preferred Securities or any Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities subject to the Pledge, excluding any Trust Preferred Securities (or any LLC Preferred Securities or the Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2, respectively, are hereinafter referred to as "Pledged Trust Preferred Securities," "Pledged Treasury Consideration" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the CompanyTECO, the Securities Intermediary shall have the right to re-register in its name reregister the Notes Trust Preferred Securities or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes Trust Preferred Securities or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company TECO and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Teco Energy Inc)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure 's inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Platinum Underwriters Holdings LTD)
The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the UnitsDECS, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the UnitsDECS, shall cause the Notes comprising a part of the Normal Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any or the Notes that are delivered pursuant to Section 6.2 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter herein referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" "Pledged Treasury Securities” " or “"Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Solutia Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge pledges and grant grants to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due (whether at stated settlement date or earlier settlement date) by such Holders of their respective obligations under the related Purchase Contracts, a security interest in and to, and a first lien upon, all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the UnitsSecurities, (B) any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as and any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4 hereof; (c) in the Collateral Account and all securities, financial assetsFinancial Assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the CompanyCompany as secured party. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that the Notes or the Security Entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, upon notice from the Company to the Collateral Agent that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge and grant of a security interest and first lien provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are herein referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit Corporate Units to a Stripped UnitTreasury Units, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and of the Collateral Agent of the Securities Intermediary’s Agent's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Alltel Corp)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and;
(iii) all Proceeds of the foregoing; and
(iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(a) in (i) (A) the NotesCapital Securities, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the UnitsSecurities, (Bii) any Treasury Securities delivered in exchange for any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (Ciii) any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiic) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Capital Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury . Such Capital Securities or Applicable Ownership Interest in the Treasury Portfolio subject shall be Transferred by physically delivering such securities to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest Intermediary indorsed in blank and causing the Treasury Portfolio released from Securities Intermediary to credit the Pledge as provided in Sections 4.1 Collateral Account with such securities and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, sending the Collateral Agent shall be the agent a confirmation of the Company as provided hereindeposit of such securities. Whenever directed by the Collateral Agent acting on behalf of the Company, the Treasury Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or and Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election shall be Transferred to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, Account maintained by the Custodial Collateral Agent nor at the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior by book-entry transfer to the termination of this Agreement. If it becomes necessary for Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary to relinquish physical possession of on its books that a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.Security Entitlement with respect to
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, fact hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the payment and performance when due by such Holders of their respective obligations to the Company under the related Purchase Contracts, a security interest in in, and right of set-off against, all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) the Notes constituting a part of the Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreeement;
(A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement;
(iiiii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto;
(iv) upon the occurrence of a Special Event Redemption, the Treasury Portfolio Transferred to the Collateral Account;
(v) all Proceeds of the foregoing; and
(iiivi) all Proceeds powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”"COLLATERAL").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 4.1, 4.2 and 4.2 4.3 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes Notes, Treasury Consideration or Treasury Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall not relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
(e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of 2.53% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Xl Capital LTD)
The Pledge. (a) The Holders from time to time of the Units acting through the Purchase Contract Unit Agent, as their attorney-in-fact, hereby pledge to the Collateral Agent (for the benefit of the Company and the Purchase Contract AgentCall Option Holder as their interests may appear), as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany and the Call Option Holder (as their interests may appear) a security interest in all of the right, title and interest of such Holders in and to (i) the Pledged Securities, (ii) the Collateral Account and all securities, financial assets and other property credited thereto and all security entitlements related thereto and (iii) all proceeds of each of the foregoing (collectively, the "Collateral"), as collateral security for to ensure the performance when due by such Holders of their respective obligations under the related Purchase ContractsContracts and Call Options underlying such Units. Concurrently with the execution of this Agreement, the initial Holders of the first 4,150,000 Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing 4,150,000 QUIPS to be delivered to, and registered in the name of, the Collateral Agent, and such QUIPS will thereupon constitute Pledged Securities forming a security interest part of such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code of the State of New York. In the event that any or all of the right, title and interest additional 585,400 Normal Units that may be issued as a result of an exercise of the Purchase Contract overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, the initial Holders of such Normal Units, the Unit Agent and the Collateral Agent shall cause a number of QUIPS equal to the number of such Holders in:
(i) (A) the NotesNormal Units to be delivered to, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest registered in the Treasury Portfolio constituting name of, the Collateral Agent, and such QUIPS will thereupon constitute Pledged Securities forming a part of such Normal Units. In addition, the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in execution hereof by the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, Unit Agent and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received Collateral Agent shall constitute an acknowledgment by the Collateral Agent and not released by Securities Intermediary of the Collateral Agent to Pledge and of the Securities Intermediary's holding of such Holders under QUIPS or other Pledged Securities substituted therefor in accordance with the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio hereof subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For Securities Intermediary's crediting such QUIPS or other Pledged Securities to the Collateral Account for purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, jurisdiction and the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior Regulations. Subject to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts Holders from time to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days time of the date it relinquished possession. The Units shall have full beneficial ownership of the Pledged Securities Intermediary underlying such Units, and shall promptly notify be entitled (directly or through the Collateral Agent) to all of the rights provided by such Pledged Securities, and the Company and the Collateral Agent of the Call Option Holder shall have no rights with respect to such Pledged Securities Intermediary’s failure to obtain possession of any such replacement certificate as required herebyother than their respective security interests therein.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the CompanyCompany to secure the prompt and complete payment and performance when due (whether at stated settlement, early settlement, by acceleration or otherwise) of the obligations of the Holders under the Purchase Contracts, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in all and lien upon and right of the set off against such Holder's right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio and Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration Notes or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) payments made by Holders pursuant to Section 4.4 hereof;
(iii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements security entitlements related thereto; and
(iiiiv) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.
(c) Subsequent to the date of initial issuance of the Units, the Purchase Contract Agent shall file or cause to be filed a financing statement prepared by the Company in the State of New York, Office of the Secretary of State and any other jurisdictions which the Company deems necessary. The Purchase Contract Agent, as attorney-in-fact for the Holders as debtors, shall sign a financing statement describing the Collateral.
(d) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any or the Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or any Applicable Ownership Interest in the Treasury Portfolio or Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or any Applicable Ownership Interest in the Treasury Portfolio or any Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “" "Pledged Applicable Ownership Interest in the Treasury Portfolio,” " or "Pledged Treasury Securities" respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(de) Except as may be required in order to release Pledged Notes or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Pledged Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, provided, however, that if the Notes are issued in whole or in part in the form of global Notes, such Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Purchase Contract Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
(f) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, the Cash payments at the rate of 6.25% per year of the Principal Amount of the Notes that are a part of Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.
Appears in 1 contract
Sources: Pledge Agreement (Toys R Us Inc)
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and;
(iii) all Proceeds of the foregoing; and
(iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” and “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(a) in (i) (A) the NotesCapital Securities, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the UnitsSecurities, (Bii) any Treasury Securities delivered in exchange for any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (Ciii) any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiic) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Capital Securities or Treasury Consideration, as applicable, comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury . Such Capital Securities or Applicable Ownership Interest in the Treasury Portfolio subject shall be Transferred by physically delivering such securities to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest Intermediary indorsed in blank and causing the Treasury Portfolio released from Securities Intermediary to credit the Pledge as provided in Sections 4.1 Collateral Account with such securities and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, sending the Collateral Agent shall be the agent a confirmation of the Company as provided hereindeposit of such securities. Whenever directed by the Collateral Agent acting on behalf of the Company, the Treasury Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or and Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election shall be Transferred to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, Account maintained by the Custodial Collateral Agent nor at the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior by book-entry transfer to the termination of this Agreement. If it becomes necessary for Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.on
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Consideration or Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Notes or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and;
(iii) all Proceeds of the foregoing; and
(iv) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Consideration and Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Consideration or Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" and "Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical formform in its name.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Special Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a NoteNotes, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure its inability to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Senior Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesSenior Notes (or, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as if applicable, the Portfolio Interests) in accordance with Section 4.1 hereof, and any Senior Notes (Cor, if applicable any Portfolio Interests) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Portfolio Interests and the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise; and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Senior Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company.
. Without limiting and in furtherance of the foregoing, on such date, the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Global Note (cas defined in the Indenture) The pledge provided indorsed in this Section 2.1 is herein referred to blank or together with such powers indorsed in blank as the “Pledge” Collateral Agent or the Company may request to the Collateral Agent, which Transfer shall constitute delivery (as defined in Section 8-301 of the Code) of the Senior Notes. On any date on which the Senior Global Note (or any other security certificate (as defined in Section 8-102(a)(16) of the Code) evidencing all or a portion or the Pledged Senior Notes) shall be Transferred to a clearing corporation (as defined in Section 8-102(a)(5) of the Code) (as contemplated in Section 2.3 of the First Supplemental Indenture) the Purchase Contract Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the Senior Notes, or cause the Senior Notes to be Transferred, to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with applicable law including, without limitation, the TRADES Regulations. If, at any time, the Global Senior Note (including any as defined in the Indenture) shall be exchanged for Senior Notes that are delivered in definitive registered form pursuant to Section 6.2 hereof2.3 of the First Supplemental Indenture (or otherwise pursuant to the Indenture) evidenced by one or more securities certificates (as defined in Section 8-102(a)(16) of the Code), the Purchase Contract Agent, on behalf of the Holders, and as their attorney-in-fact, shall forthwith Transfer to the Collateral Agent such security certificates evidencing the Senior Notes, indorsed in blank or together with such powers indorsed in blank as the Collateral Agent or the Company may request. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury ConsiderationSecurities to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Senior Notes or Portfolio Interests, as the case may be, with a Stated Amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Senior Notes, or in the case of Portfolio Interests, equal to the aggregate principal amount of the Treasury Securities so transferred. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Senior Notes or Portfolio Interests to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company to the Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or such Portfolio Interests, so transferred to the Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and Portfolio Interests, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Applicable Ownership Interest in the Treasury such Portfolio subject Interests has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.4 hereof, Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as the "Pledged Senior Notes," "Pledged Treasury Securities" and the "Pledged Portfolio Interests," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Senior Notes or any other securities Securities held in physical form.
(d) form in its name. Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Senior Note prior to the termination of this AgreementAgreement except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Pledged Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time of the Securities acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, Agent for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase ContractsContracts comprising a portion of such Securities, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “Collateral”).
(b) Prior to or concurrently Securities. Concurrently with the execution and delivery of this Agreementthe Securities, the initial Holders and the Purchase Contract Agent, on behalf of the initial Holders of the Units, Agent shall (i) cause the Treasury Notes comprising a part of the Normal Units to be Transferred transferred to the Collateral Agent for by Federal Reserve Bank-Wire to the benefit account of the Company.
Collateral Agent and (cii) the Collateral Agent shall credit the Treasury Notes to the Collateral Account; in each case pursuant to Applicable Treasury Regulations and to the Uniform Commercial Code to the extent such laws are applicable. The pledge provided in this Section 2.1 2 is herein referred to as the “"Pledge” " and the Treasury Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio Notes released from the Pledge as provided in Sections 4.1 and 4.2 Section 4 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “the "Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Notes." Subject to the Pledge Pledge, and to the provisions of Section 2.2 hereofArticle 4 of the Purchase Contract Agreement, the Holders from time to time of the Securities shall have full beneficial ownership of the CollateralTreasury Notes constituting a part of such Securities. For purposes Notwithstanding any other provision of perfecting this Agreement, The First National Bank of Chicago as depositary bank hereby agrees that (a) it will comply with "entitlement orders" (within the Pledge under applicable law, including, meaning of Section 8-102(a)(8) of the 1994 version of the Official Text of the UCC relating to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed Account issued by the Collateral Agent acting on behalf of without further consent by the Company, the Securities Intermediary shall have the right to re-register in its name the Notes Purchase Contract Agent or any other securities held in physical form.
Holder and (db) Except as it hereby waives any right of set-off or recoupment that it may be required in order have with respect to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral AgentAccount. The First National Bank of Chicago hereby represents that it has not entered into, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to and hereby agrees that until the termination of this Agreement. If the Purchase Contract Agreement it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledgewill not enter into, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject agreement with any other person relating to the Pledge hereunder registered Collateral Account pursuant to which it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s failure has agreed to obtain possession of any comply with entitlement orders made by such replacement certificate as required herebyperson.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Forward Purchase Contracts, a security interest in -4- all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the UnitsDECS, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the UnitsDECS, shall cause the Notes comprising a part of the Normal Units Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “"Pledge” " and the Notes (including any or the Notes that are delivered pursuant to Section 6.2 4.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter herein referred to as “"Pledged Notes,” “" "Pledged Treasury Consideration,” “" "Pledged Treasury Securities” " or “"Pledged Applicable Ownership Interest in the Treasury Portfolio,” " respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Upper DECS to a Stripped UnitDECS, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary Company or the Forward Purchase Contract Agent shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it the Securities Intermediary or endorsed in blank within fifteen days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(a) in (i) (A) the NotesCapital Securities, Treasury Consideration, Consideration and Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the UnitsSecurities, (Bii) any Treasury Securities delivered in exchange for any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, in accordance with Section 4.1 hereof, and (Ciii) any Notes, Capital Securities or Treasury Consideration or any Applicable Ownership Interest in the Treasury PortfolioConsideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iiic) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (d) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Capital Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury . Such Capital Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed Transferred by the Collateral Agent acting on behalf of the Company, physically delivering such securities to the Securities Intermediary shall have the right to re-register indorsed in its name the Notes or any other securities held in physical form.
(d) Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for blank and causing the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of credit the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities Intermediary’s failure to obtain possession of any such replacement certificate as required hereby.and Treasury Consideration, as
Appears in 1 contract
Sources: Pledge Agreement (Metlife Inc)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(ia) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a Successful Initial Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Successful Initial Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Growth PRIDES so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Electronic Data Systems Corp /De/)
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below), acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Senior Notes constituting a part of the Corporate Units, (B) any Treasury Securities delivered in exchange for any NotesSenior Notes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio) and any Senior Notes (or, as if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article 4 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiiiv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption as provided in Article 6, or otherwise, and (v) all Proceeds of the foregoing foregoing, including without limitation all Proceeds received under Section 4.6 (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Senior Notes comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes shall be Transferred by physically delivering such Senior Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Senior Notes such that security entitlements with respect to such Senior Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Senior Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, in the event that a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Senior Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities subject to the Pledge, excluding any Senior Notes that are delivered pursuant to Section 6.2 hereof or Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) or Treasury Securities released from the Pledge as provided in Article 4 hereof, are hereinafter referred to as "Pledged Senior Notes" (or, if applicable, the "Pledged Applicable Ownership Interest in the Treasury Portfolio") or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Senior Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Senior Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Corporate Unit to a Stripped Treasury Unit, or except as otherwise required to release Senior Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Senior Note prior to the termination of this Agreement, except Senior Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best commercially reasonable efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Centurytel Inc)
The Pledge. (a) The Holders from time to time Holders, acting through the Purchase Contract Agent, SQUARZ Agent as their attorney-in-fact, and the Purchase Contract Agent, SQUARZ Agent as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, and upon each Collateral Substitution pledge and grant to the Collateral Agent, in each case for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase ContractsSQUARZ Agreement, including but not limited to the obligation of such Holders to make Underlying Warrant Installment Payments as set forth therein when and as the same are due, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders (except as limited by Section 6.1(b) hereof) in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereofInitial Pledged Treasuries, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereofSubstitute Pledged Treasuries from time to time constituting a part of a Stripped SQUARZ, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(ii) the Collateral Account Accounts and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; and
(iii) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent Agent, the Custodial Agent, and the Securities Intermediary, as applicable, shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name the Notes or any other securities held in physical form.
(db) Except (i) as may be required in order to release Pledged Notes or Treasury ConsiderationSubstitute Pledged Treasuries, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to (A) convert its investment from a Normal Unit SQUARZ to a Stripped UnitSQUARZ or (B) reconvert a Stripped SQUARZ to a SQUARZ, or except (ii) as otherwise required to release Pledged Notes as specified herein, neither none of the Collateral Agent, the Custodial Agent nor or the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest Note or Transfer any interest in the Treasury Portfolio or Treasury Consideration, as applicable, a Global Note prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate Note or to Transfer any interest in a Global Note in order to release a portion of the Pledged Notes evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent, the Company or the SQUARZ Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Pledged Notes remaining subject registered to the Pledge hereunder registered to it Securities Intermediary or endorsed in blank within fifteen days of the date it the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in (i) all of the right, title and interest of such Holders and the Purchase Contract Agent (a) in the Debt Securities and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereofDebt Securities, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, Debt Securities delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 4 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (iib) in payments made by Holders pursuant to Section 4.4; (c) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiid) in the appropriate Applicable Ownership Interest in a Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon (i) the occurrence of a Tax Event Redemption as provided in Section 6.2 or (ii) upon the occurrence of a successful remarketing of the Series K Notes or the Series L Notes, as the case may be, and (e) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Debt Securities comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company.
(c) The pledge provided . Such Debt Securities shall be Transferred by physically delivering such Debt Securities to the Collateral Agent endorsed in this Section 2.1 is herein referred blank. Treasury Securities and any Treasury Portfolio, as applicable, shall be Transferred to as the “Pledge” Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the Notes (including any Notes notation by the Securities Intermediary on its books that are delivered pursuant a Security Entitlement with respect to Section 6.2 hereof), Treasury Consideration, such Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Debt Securities, Treasury Securities or any Treasury Portfolio subject to the Pledge, excluding any Debt Securities or Treasury Securities or interest in any Treasury Portfolio released from the Pledge as provided in Section 4 hereof, are hereinafter referred to as "Pledged Debt Securities", the "Pledged Treasury Securities," or "Pledged Applicable Ownership Interest in a Treasury Portfolio," respectively, and collectively, the "Pledged Securities." Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register have the Debt Securities or any other Securities held in physical form reregistered in its name or in the Notes name of its agent or any other securities held in physical form.
(d) the Securities Intermediary and credited to the Collateral Account. Except as may be required in order to release Notes or Treasury ConsiderationDebt Securities (or, as applicable, in connection with if (i) a Tax Event Redemption or (ii) a successful remarking of the Series K Notes or Series L Notes, as the case may be, has occurred, the appropriate Applicable Ownership Interest in a Treasury Portfolio) or Treasury Securities in connection with a Holder’s 's election to convert its investment from a Normal Unit Corporate Units to a Stripped UnitTreasury Units, or from Treasury Units to Corporate Units, as the case may be, or except as otherwise required to release Notes Pledged Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Debt Securities (or, if (i) a NoteTax Event Redemption or (ii) a successful remarking of the Series K Notes or Series L Notes, Treasury Securitiesas the case may be, has occurred, the appropriate Applicable Ownership Interest in the a Treasury Portfolio Portfolio) or Treasury Consideration, as applicable, Securities prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes Debt Securities evidenced thereby from the Pledge, the Securities Intermediary Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes Debt Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen ten days of the date it relinquished possession. The Securities Intermediary Collateral Agent shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Txu Corp /Tx/)
The Pledge. (a) The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, and the Forward Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders (whether now owned, hereafter acquired, or whether now or hereafter existing or arising) of their respective obligations under the related Forward Purchase Contracts, a security interest in all of the right, title and interest of the Forward Purchase Contract Agent and such Holders in:
in (ia) Preferred Stock constituting a part of Income PRIDES from time to time; (b) Treasury Securities constituting a part of the Growth PRIDES from time to time, (c) the Applicable Ownership Interests (as specified in Clause (A) of the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in definition of such term) of the Treasury Portfolio constituting a part of Income PRIDES from time to time after the Units, occurrence of a Special Event Redemption; (Bd) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with payments made by Holders pursuant to Section 4.1 hereof, and 4.4.; (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
(iie) the Collateral Account and all securities, financial assetsassets (as defined in Section 8-102(a)(9) of the Code), security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
and (iiif) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Preferred Stock, the Treasury Securities and the Portfolio Interests subject to the Pledge, excluding any Preferred Stock that are delivered pursuant to Section 6.4 hereof and Treasury Securities or Portfolio Interests released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively are hereinafter referred to as the "Pledged Preferred Stock," "Pledged Treasury Securities" and the "Pledged Portfolio Interests," respectively. Prior to or concurrently with the execution and delivery of this Agreement, the Forward Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the Notes Preferred Stock comprising a part of the Normal Units Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company.
. Such Preferred Stock shall be Transferred by physically delivering such Preferred Stock to the Collateral Agent endorsed in blank or together with such powers undated and duly endorsed in blank as the Collateral Agent or the Company, which Transfer shall constitute delivery (cas defined in Section 8-301 of the Code) of the Preferred Stock. The pledge Collateral Agent shall deliver such Preferred Stock to the Securities Intermediary and the Securities Intermediary will credit the Collateral Account with such Preferred Stock such that any Security Entitlement with respect to such Preferred Stock is credited to such Collateral Account. In the event a Holder of Income PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company (as provided in this Section 2.1 is herein referred 4.1 hereof) in exchange for the release by the Collateral Agent on behalf of the Company to the Forward Purchase Contract Agent of Preferred Stock or Portfolio Interests, as the “Pledge” case may be, with a Liquidation Preference equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of the Preferred Stock, or with an appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, equal to the aggregate principal amount of the Treasury Securities so Transferred. In the event a Holder of Growth PRIDES so elects, such Holder may Transfer Preferred Stock or Portfolio Interests to the Collateral Agent for the benefit of the Company in exchange for the release by the Collateral Agent on behalf of the Company (as provided in Section 4.2 hereof) to the Forward Purchase Contract Agent of Treasury Securities with an aggregate principal amount at maturity equal to, as the case may be, the aggregate Liquidation Preference of the Preferred Stock or the aggregate principal amount at maturity of the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, so Transferred to the Forward Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and Portfolio Interests, as applicable, shall be Transferred to the Notes (including any Notes Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that are delivered pursuant a Security Entitlement with respect to Section 6.2 hereof), Treasury Consideration, such Treasury Securities or Applicable Ownership Interest in the Treasury such Portfolio subject Interests has been credited to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the CollateralCollateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register reregister the Preferred Stock or any other Securities held in physical form in its name for the Notes or any other securities held in physical form.
(d) benefit of the Company. Except as may be required in order to release Notes or Treasury Consideration, as applicable, Preferred Stock in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Unit an Income PRIDES to a Stripped UnitGrowth PRIDES, or except as otherwise required to release Notes Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Preferred Stock prior to the termination of this AgreementAgreement except Preferred Stock may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Notes Pledged Preferred Stock evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Notes Preferred Stock remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. (a) The Holders from time to time as beneficial owners of the Collateral (as defined below) acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, for the benefit of the Company, as collateral security for the performance when due by such Holders of their respective obligations under the related Purchase Contracts, a security interest in all of the right, title and interest of the Purchase Contract Agent and such Holders in:
(i) (A) the Notes, Treasury Consideration, Treasury Securities and any Applicable Ownership Interest in the Treasury Portfolio Notes constituting a part of the Units, (B) Securities and any Treasury Securities delivered in exchange for any NotesNotes (or, Treasury Consideration or any if applicable, the Applicable Ownership Interest in the Treasury Portfolio), as any Notes (or, if applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any the Applicable Ownership Interest in the Treasury Portfolio, as applicable, ) delivered in exchange for any Treasury Securities Securities, in accordance with Section 4.2 Article IV hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement;
; (ii) in payments made by Holders pursuant to Section 4.4; (iii) in the Collateral Account and all securities, financial assets, security entitlements, cash Cash and other property credited thereto and all Security Entitlements related thereto; and
(iiiiv) in the Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, Successful Subsequent Remarketing or a Tax Event Redemption as provided in Article VI, or otherwise, and (v) all Proceeds of the foregoing (all of the foregoing, collectively, the “"Collateral”").
(b) . Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the UnitsSecurities, shall cause the all Notes comprising a part of the Normal Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a stock or bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that security entitlements with respect to such Notes are created in and credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so transferred, in the event that a Successful Initial Remarketing, Successful Subsequent Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) of the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest of the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, has been credited to the Collateral Account.
(cb) The pledge provided in this Section 2.1 is herein referred to as the “Pledge” and the Notes (including any Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable Ownership Interest in the Treasury Portfolio,” respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes or Treasury Securities subject to the Pledge, excluding any Notes that are delivered pursuant to Section 6.2 hereof or Treasury Securities released from the Pledge as provided in Article IV hereof, are hereinafter referred to as "Pledged Notes" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re-register in its name reregister the Notes or any other securities held in physical form.
(d) form in its name. Except as may be required in order to release Notes or Treasury Consideration, as applicable, in connection with a Tax Event Redemption or with a Holder’s 's election to convert its investment from a Normal Corporate Unit to a Stripped Treasury Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Note, Treasury Securities, the Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration, as applicable, Note prior to the termination of this Agreement, except Notes may be held in any clearing corporation in an account including only assets of customers of the Collateral Agent or Securities Intermediary. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts not relinquish such physical possession unless it shall first be satisfied that it will be able to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank (or accompanied by a stock or bond power indorsed in blank) within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary’s 's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Sources: Pledge Agreement (Sprint Corp)