The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements related thereto; and (f) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral. 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed in blank. 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 2 contracts
Samples: Pledge Agreement (Oneok Inc /New/), Pledge Agreement (Oneok Inc /New/)
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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Senior Notes constituting a part of the Corporate Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 Treasury Units so elects, such Holder may be, Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge pledges and grant grants to the Collateral Agent, as agent of and 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 Purchase Contracts, a continuing first priority security interest in and to, and a first lien upon and right of set off against (i) upon, all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Notes constituting a part of the Securities, any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4 hereof; (ec) in the Collateral Account and all securities, financial assetsFinancial Assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the CompanyCompany as secured party. Such Senior 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as upon notice from the case 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 be, shall be Transferred by physically delivering such Senior Transfer Notes or the appropriate Applicable Ownership Interests 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 (iA) of the definition of such term), as ) of the case may be, Treasury Portfolio so transferred to the Collateral Purchase Contract Agent endorsed in blankon 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the Treasury Portfolio, 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Alltel 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority as collateral security interest in and to, and a lien upon and right of set off against (i) all of such Person's right, title and interest in and to (a) for the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturitysettlement date or earlier settlement date) by such Holders of their respective obligations under the Purchase Contracts, by acceleration or otherwise) a security interest in all of the Obligations from time right, title and interest of the Purchase Contract Agent and such Holders (a) in the Notes constituting a part of the Securities, any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to timeor received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4 hereof; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury 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 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 be, shall be Transferred by physically delivering such Senior Transfer Notes or the appropriate Applicable Ownership Interests 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 (iA) of the definition of such term), as ) of the case may be, Treasury Portfolio so transferred to the Collateral Purchase Contract Agent endorsed in blankon 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and for the benefit of TECO, as collateral for the Companyperformance when due by such Holders of their respective obligations under the related Purchase Contracts, a continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in (i) the Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Units, (ii) any Treasury Securities delivered in exchange for any Trust Preferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Trust Preferred Securities or Treasury Consideration, 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 secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (c) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Trust Preferred Securities comprising a part of the Treasury Units, Normal Units to be Transferred to the Collateral Agent for the benefit of the CompanyTECO. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Trust Preferred Securities shall be Transferred by physically delivering the global certificate representing such Senior Notes or securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to securities and sending the Collateral Agent endorsed in blanka confirmation of the deposit of such securities. Treasury Securities and the Treasury PortfolioConsideration, 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 Security Entitlement with respect to such Treasury Securities or Treasury PortfolioConsideration, has been credited to the Collateral Account. For purposes of perfecting the Pledge pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the UCC, 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 2.02 hereof2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of TECO, the Securities Intermediary shall have the right to have reregister the Senior Notes Trust Preferred Securities or any other Units securities held in physical formform in its name. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) Trust Preferred Securities or Treasury Securities Consideration, as applicable, in connection with a Holder's election to convert its investment from Corporate Units a Normal Unit to Treasury Units, as the case may bea Stripped Unit, or except as otherwise required to release Pledged 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 Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities a Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Trust Preferred Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify TECO and the Company Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Teco Energy 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, as their trustee and as the Forward Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Forward Purchase Contract Agent and to such Holders (a) in the Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Upper DECS to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 be, shall be Transferred by physically delivering such Senior Transfer Notes or the appropriate Applicable Ownership Interests 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 (iA) of the definition of such term), as ) of the case may be, Treasury Portfolio so transferred to the Collateral Forward Purchase Contract Agent endorsed in blankon 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Cendant Corp)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in (i) the Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities, (ii) any Treasury Securities delivered in exchange for any Capital Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, 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 secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (c) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (fd) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Capital Securities or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term)Treasury Consideration, as the case may beapplicable, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities shall be Transferred by physically delivering such Senior Notes or securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to securities and sending the Collateral Agent endorsed in blanka confirmation of the deposit of such securities. Treasury Securities and the Treasury PortfolioConsideration, 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.on
Appears in 1 contract
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Capital Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities comprising a part of the Corporate UnitsIncome PRIDES, and the Treasury Securities comprising a part of the Treasury UnitsGrowth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities shall be Transferred by physically delivering such Senior Notes or Securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to Securities and sending the Collateral Agent endorsed in blank. 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 or the UCC, as adopted and in effect in any applicable jurisdiction, the Collateral Agent shall be the agent confirmation of the Company as provided herein. 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. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition deposit of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this AgreementSecurities. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.In the
Appears in 1 contract
Samples: KBHC Financing I
The Pledge. The Holders from time to time acting through the Forward Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Forward Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest of the Forward Purchase Contract Agent and such Holders in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) Preferred Stock constituting a part of the Obligations 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 Clause (iA) of the definition of such term); (c) any of the Treasury Securities and security entitlements relating thereto delivered Portfolio constituting a part of Income PRIDES from time to time upon creation after the occurrence of Treasury Units in accordance with Section 4.02a Special Event Redemption; (d) payments made by Holders pursuant to Section 4.054.4.; (e) the Collateral Account and all securities, financial assetsassets (as defined in Section 8-102(a)(9) of the Code), Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; and (f) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") ). The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and (ii) all powers the Preferred Stock, the Treasury Securities and rights now owned or hereafter acquired under or with respect the Portfolio Interests subject to the CollateralPledge, 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Preferred Stock comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes 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 (as defined in Section 8-301 of the Code) of the Preferred Stock. The 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 Section 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 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 Interests Interest (as specified in clause (iA) 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, shall be Transferred by physically delivering such Senior Notes the aggregate Liquidation Preference of the Preferred Stock or the aggregate principal amount at maturity of the appropriate Applicable Ownership Interests Interest (as specified in clause (iA) of the definition of such term)) of the Treasury Portfolio, as the case may be, so Transferred to the Collateral Forward Purchase Contract Agent endorsed in blankon behalf of such Holder. Such Treasury Securities and the Treasury PortfolioPortfolio 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 Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, such Portfolio Interests has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the UCC, 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 2.02 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Senior Notes Preferred Stock or any other Units Securities held in physical formform in its name for the benefit of the Company. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities Preferred Stock in connection with a Holder's election to convert its investment from Corporate Units an Income PRIDES to Treasury Units, as the case may bea Growth PRIDES, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities a 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 Collateral Agent Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities Pledged Preferred Stock evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities Preferred Stock remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. The Holders from time to time acting through Each of the Purchase Contract Pledgors hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant grants to the Collateral Agent, as agent of and for the ratable benefit of the CompanyLenders, a continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Personeach Pledgor's right, title and interest in in, to and to under the following (collectively, the "Pledged Collateral"): (a) all of the Collateral to secure the prompt shares of common stock, equity interests and complete payment and performance when due other securities (whether at stated maturitycollectively, by acceleration or otherwise"Securities") of the Obligations from time respective Direct Foreign Subsidiaries held by such Pledgor as set forth on Exhibit A attached hereto (collectively, the "Issuers"); provided, however, that the Securities pledged pursuant hereto shall not include (i) Securities owned by any of the Pledgors in excess of Securities evidencing 65% of the voting power of each class of capital stock owned by such Pledgor or (ii) to timethe extent that applicable law requires that the applicable Issuer issue directors' qualifying shares, such qualifying shares; (b) subject to the Applicable Ownership Interests (as specified in clause (iprovisions of Section 5(b) hereof, any additional Securities of any of the definition of Issuers as may from time to time be issued to the respective Pledgor or otherwise acquired by such term)Pledgor; (c) any Treasury additional Securities of the Issuer as may hereafter at any time be delivered to the Collateral Agent by or on behalf of the Pledgor; (d) any cash or additional Securities or other property at any time and security entitlements relating thereto delivered from time to time upon creation receivable or 232 183 otherwise distributable in respect of, in exchange for, or in substitution of, any of Treasury Units the property referred to in accordance with Section 4.02any of the immediately preceding clauses (a) through (c); (d) payments made by Holders pursuant to Section 4.05; and (e) the Collateral Account any and all securities, financial assets, Cash products and other property credited thereto and all security entitlements related thereto; and (f) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement proceeds of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectivelytogether with all other rights, the "Collateral") titles, interests, powers, privileges and (ii) all powers and rights now owned or hereafter acquired under or with respect preferences pertaining to the Collateral. 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed in blank. 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required herebysaid property.
Appears in 1 contract
Samples: Credit Agreement (Crown Crafts Inc)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in (i) the Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities, (ii) any Treasury Securities delivered in exchange for any Capital Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, 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 secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (c) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (fd) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Capital Securities comprising a part of the Treasury Units, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities shall be Transferred by physically delivering such Senior Notes or securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to securities and sending the Collateral Agent endorsed in blanka confirmation of the deposit of such securities. Treasury Securities and the Treasury PortfolioConsideration, 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 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.to
Appears in 1 contract
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Senior Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Portfolio Interests) in accordance with Section 4.1 hereof, and any Senior Notes (or, if applicable any Portfolio Interests) delivered in exchange for any Treasury Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Income PRIDES to be Transferred to the Collateral Agent for the benefit of the Company. Such 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 (as defined in the Indenture) indorsed in blank or together with such powers indorsed in blank as the 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 (as defined in the Indenture) shall be exchanged for Senior Notes in definitive registered form pursuant to Section 2.3 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 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 the Applicable Ownership Interests (as specified in clause (i) of the definition of such term)Portfolio Interests, as the case may be, shall be Transferred by physically delivering 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 the Applicable Ownership Portfolio Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed for the benefit of the Company in blankexchange 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 the Treasury PortfolioPortfolio 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 Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, such Portfolio Interests has been credited to the Collateral Account. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the UCC, 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 2.02 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Senior Notes or any other Units Securities held in physical formform in its name. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities Notes in connection with a Holder's election to convert its investment from Corporate Units an Income PRIDES to Treasury Units, as the case may bea Growth PRIDES, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any security certificate evidencing a Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities 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 Collateral Agent Securities Intermediary to relinquish physical possession of a security certificate in order to release a portion of the Pledged Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement security certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed indorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in (i) the Capital Securities, Treasury Consideration and Treasury Securities constituting a part of the Securities, (ii) any Treasury Securities delivered in exchange for any Capital Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Capital Securities or Treasury Consideration, 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 secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (c) in any Debentures delivered to the Collateral Agent upon the occurrence of a liquidation of the Trust as provided in Section 6.2; and (fd) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Capital Securities comprising a part of the Treasury Units, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities shall be Transferred by physically delivering such Senior Notes or securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to securities and sending the Collateral Agent endorsed in blanka confirmation of the deposit of such securities. Treasury Securities and the Treasury PortfolioConsideration, 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.as
Appears in 1 contract
Samples: 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; Purchase Contract Agent and such Holders (bi) in the Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interests Interest in the Treasury Portfolio), any Notes (as specified or, if applicable, the Applicable Ownership Interest in clause (ithe Treasury Portfolio) of the definition of such term); (c) delivered in exchange for any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units Securities, in accordance with Section 4.02Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (dii) in payments made by Holders pursuant to Section 4.054.4; (eiii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (iv) 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 (fv) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 all Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior 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 Interests 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, as in the case 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 be, shall be Transferred by physically delivering such Senior Transfer Notes or the appropriate Applicable Ownership Interests 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), as ) of the case may be, Treasury Portfolio so transferred to the Collateral Purchase Contract Agent endorsed in blankon 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Sprint 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Senior Notes constituting a part of the Corporate Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 VI, or otherwise, and (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 be, Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy Corp)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-in- fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in and to of such Holders (a) in the Capital Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities comprising a part of the Corporate UnitsIncome PRIDES, and the Treasury Securities comprising a part of the Treasury UnitsGrowth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary endorsed in 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 Interests 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 Capital Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (iA) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition Treasury Portfolio equal to the aggregate principal amount of such term)the Treasury Securities so transferred, as in the case may beevent that a Tax Event Redemption has occurred, to the Collateral Purchase Contract Agent endorsed in blankon 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 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 or the UCC, 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 2.02 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Senior Notes Capital Securities or any other Units Securities held in physical formform in its name. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Capital Securities in connection with a Holder's election to convert its investment from Corporate Units an Income PRIDES to Treasury Units, as the case may bea Growth PRIDES, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Capital Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Ingersoll Rand Co)
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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; Purchase Contract Agent and such Holders (bi) in the Notes constituting a part of the Securities and any Treasury Securities delivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interests Interest in the Treasury Portfolio), any Notes (as specified or, if applicable, the Applicable Ownership Interest in clause (ithe Treasury Portfolio) of the definition of such term); (c) delivered in exchange for any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units Securities, in accordance with Section 4.02Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (dii) in payments made by Holders pursuant to Section 4.054.4; (eiii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (iv) 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 (fv) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 all Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior 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 Interests 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, as in the case 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 be, shall be Transferred by physically delivering such Senior Transfer Notes or the appropriate Applicable Ownership Interests 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), as ) of the case may be, Treasury Portfolio so transferred to the Collateral Purchase Contract Agent endorsed in blankon 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Sprint 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral (as defined below), each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Debentures and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Debentures (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Debentures (or if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Section 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed in blank. 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.initial
Appears in 1 contract
Samples: Pledge Agreement (Coastal Corp)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements related thereto; and (f) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral. 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 Senior Subordinated Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Subordinated Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Subordinated Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed in blank. 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Subordinated Notes or any other Units held in physical form. Except as may be required in order to release Senior Subordinated Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Subordinated Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Subordinated Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Subordinated Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Oneok Inc /New/)
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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; (b) the Applicable Ownership Interests (as specified in clause Purchase Contract Agent and such Holders (i) in the Notes constituting a part of the definition of such term); (c) Securities and any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of in exchange for any Notes, any Notes delivered in exchange for any Treasury Units Securities, in accordance with Section 4.02Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (dii) in payments made by Holders pursuant to Section 4.054.04; (eiii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (iv) 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 (fv) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "CollateralCOLLATERAL") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, 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 Applicable Ownership Interests (as specified in clause (i) 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 the definition of Corporate Units so elects, such term), as the case Holder may be, Transfer Treasury Securities to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 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 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 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Kansas City Southern Industries 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Senior Notes constituting a part of the Corporate Units and any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), any Senior Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 Treasury Units so elects, such Holder may be, Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Duke Energy Corp)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in the Capital Securities and Treasury Securities constituting a part of the Securities and any Treasury Securities delivered in exchange for any Capital Securities, and any Capital Securities delivered in exchange for any Treasury Securities, in accordance with Section 4.2 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.054.4; (ec) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (d) 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 (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Capital Securities comprising a part of the Corporate UnitsIncome PRIDES, and the Treasury Securities comprising a part of the Treasury UnitsGrowth PRIDES, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes Capital Securities shall be Transferred by physically delivering such Securities to the Securities Intermediary indorsed in 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 Interests 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 Capital Securities, or with an appropriate Applicable Ownership Interest (as specified in clause (iA) of the definition of such term), as the case may be, shall be Transferred by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition Treasury Portfolio equal to the aggregate principal amount of such term)the Treasury Securities so transferred, as in the case may beevent that a Tax Event Redemption has occurred, to the Collateral Purchase Contract Agent endorsed in blankon 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 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 or the UCC, 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 Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Capital Securities" or the "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of Section 2.02 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Senior Notes Capital Securities or any other Units Securities held in physical formform in its name. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Capital Securities in connection with a Holder's election to convert its investment from Corporate Units an Income PRIDES to Treasury Units, as the case may bea Growth PRIDES, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities a Capital Security prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Capital Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Capital Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
The Pledge. 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 Call Option Holder as their trustee and as the Purchase Contract Agentinterests may appear), acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and for the benefit of the Company, Company and the Call Option Holder (as their interests may appear) a continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest of such Holders in and to (ai) the Collateral to secure the prompt and complete payment and performance when due Pledged Securities, (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (eii) the Collateral Account and all securities, financial assets, Cash assets and other property credited thereto and all security entitlements related thereto; thereto and (fiii) all Proceeds proceeds from each of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") ), as collateral security to ensure the performance when due by such Holders of their respective obligations under the Purchase Contracts and (ii) all powers and rights now owned or hereafter acquired under or with respect to the CollateralCall Options underlying such Units. Prior to or concurrently Concurrently with the execution and delivery of this Agreement, the Purchase Contract initial Holders of the first [__________________] Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing [____________] Debentures to be delivered to, and registered in the name of, the Collateral Agent, on behalf and such Debentures will thereupon constitute Pledged Securities forming a 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 as in effect in the State of New York (the "Code"). In the event that any or all of the additional [__________] Normal Units that may be issued as a result of an exercise of the 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 the such Normal Units, the Unit Agent and the Collateral Agent shall cause a number of Debentures equal to the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition number of such term)Normal Units to be delivered to, as and registered in the case may bename of, comprising the Collateral Agent, and such Debentures will thereupon constitute Pledged Securities forming a part of such Normal Units. In addition, the Corporate Units, execution hereof by the Unit Agent and the Treasury Securities comprising a part of the Treasury Units, to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, shall be Transferred constitute an acknowledgment by physically delivering such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, to the Collateral Agent endorsed and Securities Intermediary of the Pledge and of the Securities Intermediary's holding of such Debentures or other Pledged Securities substituted therefor in blank. Treasury accordance with the provisions hereof subject to the Pledge and of the Securities and the Treasury Portfolio, as applicable, shall be Transferred Intermediary's crediting such Debentures or other Pledged Securities 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 for purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the UCC, Uniform Commercial Code as adopted and in effect in any applicable jurisdiction, jurisdiction and the Collateral Agent shall be the agent of the Company as provided hereinApplicable Treasury Regulations. Subject to the Pledge and the provisions of Section 2.02 hereofPledge, the Holders from time to time of the Units shall have full beneficial ownership of the Collateral. The Pledged Securities underlying such Units, and shall be entitled (directly or through the Collateral Agent Agent) to all of the rights provided by such Pledged Securities, and the Company and the Call Option Holder shall have the right no rights with respect to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required herebyother than their respective security interests therein.
Appears in 1 contract
Samples: Pledge Agreement (Monsanto Co)
The Pledge. The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in of the Purchase Contract Agent and to such Holders (a) in (i) the Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Units, (ii) any Treasury Securities delivered in exchange for any Preferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (iii) any Preferred Securities or Treasury Consideration, 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 secure such Holders under the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) provisions of the Obligations from time to timethis Agreement; (b) the Applicable Ownership Interests (as specified in clause (i) of the definition of such term); (c) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units in accordance with Section 4.02; (d) payments made by Holders pursuant to Section 4.05; (e) the Collateral Account and all securities, financial assets, Cash security entitlements, cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (c) 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 (fe) all Proceeds of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Preferred Securities comprising a part of the Treasury Units, Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, Preferred Securities shall be Transferred by physically delivering such Senior Notes or securities to the Applicable Ownership Interests (as specified Securities Intermediary indorsed in clause (i) of blank and causing the definition of Securities Intermediary to credit the Collateral Account with such term), as the case may be, to securities and sending the Collateral Agent endorsed in blanka confirmation of the deposit of such securities. Treasury Securities and the Treasury PortfolioConsideration, 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 Security Entitlement with respect to such Treasury Securities or Treasury Portfolio, Consideration has been credited to the Collateral Account. For purposes of perfecting the Pledge pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the UCC, 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 2.02 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to have reregister the Senior Notes Preferred Securities or any other Units securities held in physical formform in its name. Except as may be required in order to release Senior NotesPreferred Securities (or if a Tax Event Redemption has occurred, the Applicable Ownership Interests (as specified in clause (i) of the definition of such termTreasury Consideration) or Treasury Securities Securities, as applicable, in connection with a Holder's election to convert its investment from Corporate Units a Normal Unit to Treasury Units, as the case may bea Stripped Unit, or except as otherwise required to release Pledged Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notesa Preferred Security (or if a Tax Event Redemption has occurred, the Applicable Ownership Interests (as specified in clause (iTreasury Consideration) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Preferred Securities evidenced thereby from the Pledge, the Collateral Agent Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten fifteen days of the date it relinquished possession. The Collateral Agent Securities Intermediary shall promptly notify the Company and the Collateral Agent of its 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, as their trustee and as the Purchase Contract Agent, acting solely as such attorney-in-factnominal owner of the Collateral, each hereby pledge and grant to the Collateral Agent, as agent of and 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 continuing first priority security interest in and to, and a lien upon and right of set off against (i) all of such Person's the right, title and interest in and to (a) the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations from time to time; Purchase Contract Agent and such Holders (bi) in the Senior Notes constituting a part of the Corporate Units, any Treasury Securities delivered in exchange for any Senior Notes (or, if applicable, the Applicable Ownership Interests Interest in the Treasury Portfolio) and any Senior Notes (as specified or, if applicable, the Applicable Ownership Interest in clause (ithe Treasury Portfolio) of the definition of such term); (c) delivered in exchange for any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Treasury Units Securities, in accordance with Section 4.02Article 4 hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (dii) in payments made by Holders pursuant to Section 4.054.4; (eiii) in the Collateral Account and all securities, financial assets, Cash and other property credited thereto and all security entitlements Security Entitlements related thereto; (iv) 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 (fv) all Proceeds of the foregoing (whether such foregoing, including without limitation all Proceeds arise before or after the commencement of any proceeding received under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor) Section 4.6 (all of the foregoing, collectively, the "Collateral") and (ii) all powers and rights now owned or hereafter acquired under or with respect to the Collateral). 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 or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, comprising a part of the Corporate Units, and the Treasury Securities comprising a part of the Treasury Units, Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, 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 Interests 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 (iA) of the definition of such term)) of the Treasury Portfolio equal to the aggregate principal amount of the Treasury Securities so Transferred, as in the case 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 be, Transfer Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio to the Collateral Agent endorsed for the benefit of the Company as provided in blankSection 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 Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest of the 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 or the UCC, 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 2.02 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. The Collateral Agent shall have the right to have the Senior Notes or any other Units held in physical form. Except as may be required in order to release Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) or Treasury Securities in connection with a Holder's election to convert its investment from Corporate Units to Treasury Units, as the case may be, or except as otherwise required to release Pledged Securities as specified herein, neither the Collateral Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Senior Notes, the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or Treasury Securities prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities evidenced thereby from the Pledge, the Collateral Agent shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term), as the case may be, or the Treasury Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within ten days of the date it relinquished possession. The Collateral Agent shall promptly notify the Company of its failure to obtain possession of any such replacement certificate as required hereby.
Appears in 1 contract
Samples: Pledge Agreement (Centurytel Inc)
