Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, but within two Business Days, give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Treasury Units. Such Collateral Substitution may cause the equivalent aggregate Stated Amount of this Certificate to be increased or decreased; PROVIDED, HOWEVER, the equivalent aggregate Stated Amount outstanding under this Corporate Units Certificate shall not exceed $ . All such adjustments to ------- the equivalent aggregate Stated Amount of this Corporate Units Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached hereto. A Holder of Treasury Units may recreate Corporate Units by delivering to the Collateral Agent Notes with an aggregate principal amount equal to the aggregate principal amount of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. Any such recreation of a Corporate Unit may be effected only in multiples of 40 Treasury Units for 40 Corporate Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Treasury Unit Corporate Units Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Subject to and upon compliance with the provisions of the Purchase Contract Agreement and unless the Treasury Portfolio has replaced the Notes as a component of the Corporate Units as the result of a successful Initial Remarketing or a Tax Event Redemption, at the option of the Holders thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("EARLY SETTLEMENT") as provided in the Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts evidenced by this Corporate Units Certificate, the Holder of this Corporate Units Certificate shall deliver this Corporate Units Certificate to the Agent at the Corporate Trust Office or the New York office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the Company in an amount (the "EARLY SETTLEMENT AMOUNT") equal to the product of (i) the Stated Amount times (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. Upon Early Settlement of Purchase Contracts by a Holder of the related Securities, the Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio underlying such Securities shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Early Settlement Rate. The Early Settlement Rate shall initially be equal to shares of Common Stock and shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted as provided in the Purchase Contract Agreement. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), ) under the terms of the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Notes or the appropriate Applicable Ownership Interest of the Treasury Units Portfolio, as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreementsthereof, payments in respect to the aggregate principal amount Proceeds of the Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsProceeds. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect regard to any contrary conflict principles of laws or choice conflicts of law provisions of the law of the State of New York or any other jurisdictionlaws. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Corporate Units Certificate is registered as the owner of the Treasury Corporate Units evidenced by this Certificate hereby for the purpose of receiving payments of interest payable quarterly on the Notes or on the maturing quarterly interest strips of the Treasury Portfolio, as applicable, performance of the Purchase Contracts and for all purposesother purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ------------ Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ ----------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ ----------------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ ------------------------------------------------------ ----------------------------------------------------------------------- (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ ----------------------------------------------------------------------- attorney to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Kansas City Southern Industries, Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ : ------------------- ------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after -------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the Purchase Contract Settlement Date requirements of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered Registrar, which requirements include membership or participation in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ Security Transfer Agent Medallion Program (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "CompanySTAMP") The undersigned Holder notifies you that it has delivered to Bank One Trust Companyor such other "signature guarantee program" as may be determined by the Registrar in addition to, National Associationor in substitution for, as Securities IntermediarySTAMP, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, all in accordance with the Pledge AgreementSecurities Exchange Act of 1934, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)amended.
Appears in 1 contract
Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 800,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 800,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Agent.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, but within two Business Days, give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1____________, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Warrant Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 4,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Warrant Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Purchase Contracts Company shall pay, on each Payment Date, the Warrant Fees payable in respect of each Warrant to the Person in whose name the Corporate Units Certificate evidencing such Warrant is registered at the close of business on the Record Date for such Payment Date. Warrant Fees will be payable at the office of the Warrant Agent in New York City. If the book- entry system for the Corporate Units has been terminated, the Warrant Fees will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Warrant Agent. The Company has the right to defer payment of all or part of the Warrant Fees in respect of each Warrant until no later than the Warrant Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). If the Company so elects to defer Warrant Fees, the Company shall pay additional Warrant Fees on such deferred installments of Warrant Payments at a rate equal to 7.00% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Company elects to defer the payment of Warrant Fees on the Warrants until the Warrant Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Warrant Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Warrant Fees to the extent such fees are not deducted from the Settlement Price in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement. The Warrants and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Warrant Fees, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Warrant Agent or the Company, if, on or prior to the Purchase Contract Warrant Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Warrant Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Warrant Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Holder thereof, Warrants represented by Units underlying this Treasury Unit Certificate pursuant may be settled early at any time prior to 5:00 p.m. (New York City time) on the Pledge Agreement. The Holder further covenants and agrees, that, to fifth Business Day immediately preceding the extent and in the manner Warrant Settlement Date ("EARLY SETTLEMENT") as provided in the Purchase Contract Agreement and Warrant Agreement. In order to exercise the Pledge Agreementright to effect Early Settlement with respect to any Warrant evidenced by this Certificate, but subject the Holder of this Corporate Units Certificate shall deliver to the terms Warrant Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the form of such agreements, payments in respect immediately available funds payable to the aggregate principal amount order of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Warrant Agreement (Chubb Corp)
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 20,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("Early Settlement") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEarly Settlement Amount") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit equal to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)sum of:
Appears in 1 contract
Samples: Purchase Contract Agreement (Baxter International Inc)
Treasury Units. If the Treasury Portfolio has replaced the Preferred Securities or Notes as a component of the Corporate Units as a result of a Tax Event Redemption, a Successful Initial Remarketing or, with respect to the Preferred Securities, as a result of a Liquidation Distribution, a Corporate Unit Holder may make such Collateral Substitutions only in such integral multiples of Corporate Units as will enable the U.S. Treasury securities comprising the Applicable Ownership Interest of the Treasury Portfolio to be released in whole multiples. The Company shall pay, on each Payment Date, the Purchase Contract Payments payable in respect of each Purchase Contract to the Person in whose name the Treasury Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register. The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to 10.25% per annum, compounded quarterly, until such deferred installments are paid. In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date a number of shares of Common Stock equal to the total amount of deferred Purchase Contract Payments payable to such Holder divided by the Applicable Market Value, provided that the Company shall be required to pay cash representing deferred Purchase Contract Payments unless the Company gives the Holders and the Purchase Contract Agent notice of its election not to pay cash within the time period prescribed in the Purchase Contract Agreement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Treasury Unit Certificate, shall thereafter represent the transferee shall be bound (without right to receive the necessity of any other action on interest in the Treasury Security forming a part of such transfereeTreasury Unit, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under in accordance with the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Samples: Purchase Contract Agreement (Public Service Enterprise Group Inc)
Treasury Units. The Purchase Contracts and all obligations and rights If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Company Corporate Units, a Holder may substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio only in integral multiples of 25,000 Corporate Units. Subject to and upon compliance with the Holders under them shall immediately and automatically terminate, without the necessity provisions of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a Termination Event component of the Corporate Units, in integral multiples of 25,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate. Upon the occurrence of a Termination EventCash Merger, a Holder of Corporate Units may effect Cash Merger Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, in integral multiples of [•] Corporate Units. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Cash Merger Early Settlement is effected equal to the Pledge Agreementapplicable Settlement Rate. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Senior Notes and the underlying Senior Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of such term), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, any payments with respect the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such agreementsterm), payments in respect to as the aggregate principal amount of the Pledged Treasury Securities case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's ’s obligations under such the related Purchase Contract Contracts and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice the conflicts of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice thereof to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contraryextent a different law would govern as a result. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Senior Notes underlying the Applicable Ownership Interests in Senior Notes and payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICEACT: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Custodian
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 4,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the portion of the Applicable Ownership Interests in the Treasury Portfolio specified in clause (i) of the definition of such term underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 4,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the portion of the Applicable Ownership Interests in the Treasury Securities Portfolio specified in clause (i) of the definition of such term underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Agent.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Treasury Units. If the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 80,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Company has the right to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be) as set forth in the Purchase Contract Agreement. If the Company so elects to defer Contract Adjustment Payments, the Company shall pay additional Contract Adjustment Payments on such deferred installments of Contract Adjustment Payments at a rate equal to 7.25% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Settlement Price in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement as set forth in the Purchase Contract Agreement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("EARLY SETTLEMENT") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Termination Event component of the Corporate Units, in integral multiples of 40,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, in integral multiples of 40,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Debentures and the underlying Debentures or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Debentures underlying the Pledged Applicable Ownership Interests in Debentures (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Debentures underlying the Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. AMERICAN ELECTRIC POWER COMPANY, INC., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Termination Event component of the Corporate Units, in integral multiples of 160,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, in integral multiples of 160,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Debentures and the underlying Debentures or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Debentures underlying the Pledged Applicable Ownership Interests in Debentures (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interests in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Debentures underlying the Applicable Ownership Interests in Debentures, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. AMERICAN ELECTRIC POWER COMPANY, INC., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc)
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of [ ] Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) (as defined in the Pledge Agreement) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Corporate Unit shall thereafter represent the right to receive the Senior Note or the appropriate Applicable Ownership Interests in the Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the Portfolio forming a part of such transfereeCorporate Unit in accordance with the terms of, and except as may be required by the Agent pursuant to the Purchase Contract Agreement)set forth in, under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate Pledge Agreement. Subject to and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early ("EARLY SETTLEMENT") at any time on or prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid by Agent at the Collateral Agent Corporate Trust Office prior to the Company time specified in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with an Election to Settle Early form set forth below duly completed and accompanied by payment in the consent form of immediately available funds payable to the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent order of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit equal to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)sum of:
Appears in 1 contract
Treasury Units. The Purchase Contracts and all obligations and rights If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Company Corporate Units, a Holder may substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio only in integral multiples of 5,000 Corporate Units. Subject to and upon compliance with the Holders under them shall immediately and automatically terminate, without the necessity provisions of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a Termination Event component of the Corporate Units, in integral multiples of 5,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate. Upon the occurrence of a Termination EventCash Merger, a Holder of Corporate Units may effect Cash Merger Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, in integral multiples of 5000 Corporate Units. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Cash Merger Early Settlement is effected equal to the Pledge Agreementapplicable Settlement Rate. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Senior Notes and the underlying Senior Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of such term), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, any payments with respect the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such agreementsterm), payments in respect to as the aggregate principal amount of the Pledged Treasury Securities case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's ’s obligations under such the related Purchase Contract Contracts and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice the conflicts of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice thereof to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contraryextent a different law would govern as a result. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Senior Notes underlying the Applicable Ownership Interests in Senior Notes and payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the AgentPurchase Contract Agent during regular business hours. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ACT: Custodian (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney , to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. PNM Resources, Inc., with full power of substitution in the premises. Dated:__________________ ______________________________________ : Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (PNM Resources Inc)
Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, but within two Business Days, give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear If Applicable Ownership Interests in the Treasury Unit Register. Upon Portfolio have replaced the occurrence Applicable Ownership Interests in Senior Notes as a component of the Corporate Units as a result of a Termination EventSpecial Event Redemption, a Holder may substitute Treasury Securities for the Collateral Agent shall release Applicable Ownership Interests in the Treasury Securities from the Pledge Portfolio only in accordance integral multiples of 32,000 Corporate Units. No Collateral Substitution is permitted following a Successful Optional Remarketing. Subject to and upon compliance with the provisions of the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement as provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, in integral multiples of 32,000 Corporate Units. Following March 1, 2006, upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate. Following March 1, 2006, upon the occurrence of a Cash Merger, a Holder of Corporate Units may effect Cash Merger Early Settlement of the Purchase Contracts underlying such Corporate Units pursuant to the terms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, in integral multiples of 32,000 Corporate Units. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the related Corporate Units, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Cash Merger Early Settlement is effected equal to the applicable Settlement Rate. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Senior Notes and the underlying Senior Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of such term), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, any payments with respect the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such agreementsterm), payments in respect to as the aggregate principal amount of the Pledged Treasury Securities case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such the related Purchase Contract Contracts and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice the conflicts of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice thereof to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contraryextent a different law would govern as a result. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face Prior to due presentment of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act Certificate for registration of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between youtransfer, the Company, the Collateral Purchase Contract Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf its Affiliates and any agent of the undersigned Holder Company or the [Pledged Debentures] [Pledged Treasury Securities] related Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Senior Notes underlying the Applicable Ownership Interests in Senior Notes and payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Entergy Mississippi Inc)
Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within two Business Days, Days give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for the purpose of performance of the Purchase Contracts and for all other purposes, whether or not any payments in respect of the Treasury Units evidenced by this Certificate be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ---------------Custodian------- (cust) (minor) Under Uniform Gifts to Minors Act of of__________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto unto__________________________________________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units as a result of the Successful Remarketing of the Senior Notes prior to the Final Remarketing Date or a Special Event Redemption prior to the Purchase Contract Settlement Date, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in multiples of Corporate Units that will enable the Treasury Securities comprising the Applicable Ownership Interests in the Treasury Portfolio to be released in whole multiples. In such an event, the Holder shall Transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. Unless the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units as a result of a Special Event Redemption prior to the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date (in which case no Collateral Substitution shall be permitted) and subject to the conditions set forth in the Purchase Contract Agreement, a Holder of Treasury Units may recreate, at any time prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, Corporate Units by delivering to the Securities Intermediary Senior Notes with an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. A Holder may recreate Corporate Units only in integral multiples of 20 Treasury Units for 20 Corporate Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units as a result of the Successful Remarketing of the Senior Notes prior to the Final Remarketing Date or a Special Event Redemption prior to the Purchase Contract Settlement Date, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in multiples of [_____] Treasury Units. In such an event, the Holder shall Transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Holder thereof, Purchase Contracts underlying Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner may be settled early ("EARLY SETTLEMENT") as provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 4,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Company has the right to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). If the Company so elects to defer Contract Adjustment Payments, the Company shall pay additional Contract Adjustment Payments on such deferred installments of Purchase Contract Payments at a rate equal to [ ]% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Stated Amount in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts represented by Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("EARLY SETTLEMENT") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Treasury Units. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Treasury Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Treasury Unit Register. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to before the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Treasury Unit Certificate, shall thereafter represent the transferee shall be bound (without right to receive the necessity of any other action on interest in the Treasury Security forming a part of such transfereeTreasury Unit, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under in accordance with the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate Pledge Agreement. Subject to and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Units Holder thereof, Purchase Contracts underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner Securities may be settled early ("Early Settlement") as provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The any Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit the Holder of this Treasury Unit Certificate be registered shall deliver this Treasury Unit Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early set forth below duly completed and accompanied by payment in the name of, and delivered, together with a check in payment for any fractional share, form of immediately available funds payable to the undersigned at order of the address indicated below unless a different name and address have been indicated below. If shares are to be registered Company in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEarly Settlement Amount") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
Treasury Units. If the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the close of business on the second Business Day immediately preceding the Purchase Contract Settlement Date (except as provided below), substitute for the Applicable Ownership Interests in the Treasury Portfolio, Treasury Securities having an aggregate principal amount at maturity equal to the aggregate principal amount of U.S. treasury securities at maturity included in the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition thereof) constituting a part of the Corporate Units, but only in integral multiples of 360,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the Applicable Ownership Interests in the Treasury Portfolio. Notwithstanding the foregoing, a Holder shall not have the right to effect such a Collateral Substitution during the period beginning on the Business Day immediately preceding the Initial Remarketing Date and ending on the Remarketing Settlement Date. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Applicable Ownership Interests in Senior Notes or the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the second Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date (“Early Settlement”) as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement Agreement; provided, that a holder shall not have the right to elect Early Settlement during the period beginning on the Business Day immediately preceding the Initial Remarketing Date and ending on the Pledge Agreement, but subject Remarketing Settlement Date. In order to exercise the terms of such agreements, payments in right to effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, an amount (the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice “Early Settlement Amount”) equal to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Datedsum of:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract Agreement (Ambac Financial Group Inc)
Treasury Units. The Upon Fundamental Change Early Settlement of Purchase Contracts and all obligations and rights by a Holder of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holderrelated Treasury Units, the Agent or Pledged Treasury Securities underlying such Treasury Units shall be released from the Company, if, on or prior to Pledge as provided in the Purchase Contract Settlement Date, and Pledge Agreement and the Holder shall be entitled to receive a Termination Event shall have occurred. Upon number of shares of Common Stock or other consideration specified in the occurrence Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Termination Event, the Company shall promptly, but within two Business Days, give written notice Treasury Unit as to which Fundamental Change Early Settlement is effected equal to the Agent, sum of the Collateral Agent Settlement Rate and the Holdersapplicable number of Make-Whole Shares (determined, at their addresses in each case, as they appear set forth in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Treasury Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Pledged Treasury Units Securities underlying this Treasury Unit Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Treasury Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount at maturity of the Pledged Treasury Securities on the Purchase Contract Settlement Date equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of (subject to the applicable record date) any payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Treasury Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: T TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ACT: Custodian (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Units Certificates on the books of New NiSource Inc. Exelon Corporation, with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Treasury Units. If the Treasury Portfolio has replaced the Preferred Securities as a component of the Corporate Units as a result of a Tax Event Redemption or a Successful Initial Remarketing, a Corporate Unit Holder may make such Collateral Substitution only in such integral multiples of Corporate Units as will enable the U.S. Treasury securities comprising the Applicable Ownership Interest of the Treasury Portfolio to be released in whole multiples. A Holder of Treasury Units may recreate Corporate Units by delivering to the Securities Intermediary Preferred Securities with an aggregate liquidation amount, Notes with an aggregate principal amount or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. A Holder may recreate Corporate Units only in integral multiples of 20 Treasury Units for 20 Corporate Units. If the Treasury Portfolio has replaced the Preferred Securities as a component of the Corporate Units as a result of a Tax Event Redemption or a Successful Initial Remarketing, a Treasury Unit Holder may recreate Corporate Units only in such integral multiples of Treasury Units as will enable the U.S. Treasury securities comprising the Applicable Ownership Interest of the Treasury Portfolio to be purchased in whole multiples. The Company shall pay, on each Payment Date, the Purchase Contract Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register. The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to 10.25% compounded quarterly, until such deferred installments are paid. In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date a number of shares of Common Stock equal to the total amount of deferred Purchase Contract Payments payable to such Holder divided by the Applicable Market Value, provided that the Company shall be required to pay cash representing deferred Purchase Contract Payments unless the Company gives the Holders and the Purchase Contract Agent notice of its election not to pay cash within the time period prescribed in the Purchase Contract Agreement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Samples: Purchase Contract Agreement (Public Service Enterprise Group Inc)
Treasury Units. Such Collateral Substitution may cause the equivalent aggregate principal amount of this Certificate to be increased or decreased; provided, however, this Corporate Unit Certificate shall not represent more than such maximum amount of Corporate Units as shall at the time be prescribed by the applicable Clearing Agency. All such adjustments to the equivalent aggregate principal amount of this Corporate Unit Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached hereto. A Holder of Treasury Units may recreate Corporate Units by delivering to the Securities Intermediary Senior Notes with an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Corporate Unit Register. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive, and the obligations of the Company to pay, Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to before the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Corporate Unit Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or Treasury Securities Portfolio Interest from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Corporate Unit shall thereafter represent the right to receive the Senior Note or Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the Portfolio Interest forming a part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under Corporate Unit in accordance with the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate Pledge Agreement. Subject to and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Units Holder thereof, Purchase Contracts underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner Securities may be settled early ("Early Settlement") as provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contracts evidenced by this Corporate Unit Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Unit Certificate shall deliver this Corporate Unit Certificate to the Purchase Contract Settlement Date shall be paid by Agent at the Collateral Agent Corporate Trust Office duly endorsed for transfer to the Company or in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended blank with the consent form of Election to Settle Early set forth below duly completed and accompanied by payment in the Holders form of a majority of immediately available funds payable to the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent order of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEarly Settlement Amount") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Termination Event component of the Corporate Units, in integral multiples of 40,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, the Company shall promptly, but within two Business Days, give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence a Holder of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions Corporate Units may effect Fundamental Change Early Settlement of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of Purchase Contracts underlying such transferee, except as may be required by the Agent Corporate Units pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract and Pledge Agreement and in integral multiples of 20 Corporate Units, or if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, in integral multiples of 40,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts evidenced by this Certificate and a Holder of the transferor related Corporate Units, the Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf Pledge as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date Holder shall be paid by the Collateral Agent entitled to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of receive a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder number of shares of Common Stock. A copy of Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is available for inspection at effected equal to the offices sum of the Agent. ABBREVIATIONS The following abbreviationsapplicable Settlement Rate and the applicable number of Make-Whole Shares (determined, when used in the inscription on the face of this instrumenteach case, shall be construed as though they were written out set forth in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 80,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("EARLY SETTLEMENT") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 4,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 4,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. THE LACLEDE GROUP, INC., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Laclede Group Inc)
Treasury Units. Such Collateral Substitution may cause the equivalent aggregate principal amount of this Certificate to be increased or decreased; provided, however, this Corporate Unit Certificate shall not represent more than such maximum amount of Corporate Units as shall at the time be prescribed by the applicable Clearing Agency. All such adjustments to the equivalent aggregate principal amount of this Corporate Unit Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached hereto. A Holder of Treasury Units may recreate Corporate Units by delivering to the Securities Intermediary Senior Notes with an aggregate principal amount equal to the aggregate principal amount at maturity of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Corporate Unit Register. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive, and the obligations of the Company to pay, Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Corporate Unit Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or Treasury Securities Portfolio Interest from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Corporate Unit shall thereafter represent the right to receive the Senior Note or Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the Portfolio Interest forming a part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under Corporate Unit in accordance with the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate Pledge Agreement. Subject to and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Units Holder thereof, Purchase Contracts underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner Securities may be settled early ("Early Settlement") as provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contracts evidenced by this Corporate Unit Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Unit Certificate shall deliver this Corporate Unit Certificate to the Purchase Contract Settlement Date shall be paid by Agent at the Collateral Agent Corporate Trust Office duly endorsed for transfer to the Company or in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended blank with the consent form of Election to Settle Early set forth below duly completed and accompanied by payment in the Holders form of a majority of immediately available funds payable to the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent order of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEarly Settlement Amount") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Treasury Units. The Purchase Contracts and all obligations and rights If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Company Corporate Units, a Holder may substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio only in integral multiples of [•] Corporate Units. Subject to and upon compliance with the Holders under them shall immediately and automatically terminate, without the necessity provisions of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Senior Notes as a Termination Event component of the Corporate Units, in integral multiples of [•] Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate. Upon the occurrence of a Termination EventCash Merger, a Holder of Corporate Units may effect Cash Merger Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, in integral multiples of [•] Corporate Units. Upon Cash Merger Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Cash Merger Early Settlement is effected equal to the Pledge Agreementapplicable Settlement Rate. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Senior Notes and the underlying Senior Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of such term), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, any payments with respect the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such agreementsterm), payments in respect to as the aggregate principal amount of the Pledged Treasury Securities case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's ’s obligations under such the related Purchase Contract Contracts and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice the conflicts of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice thereof to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contraryextent a different law would govern as a result. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Senior Notes underlying the Applicable Ownership Interests in Senior Notes and payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney , to transfer said Treasury Unit Units Certificates on the books of New NiSource Inc. Genworth Financial, Inc., with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Signature
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Treasury Units. Such Collateral Substitution may cause the equivalent aggregate principal amount of this Certificate to be increased or decreased. All such adjustments to the equivalent aggregate principal amount of this Corporate Unit Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached to this Certificate. A Holder of Treasury Units may recreate Corporate Units by delivering to the Securities Intermediary Debentures of an aggregate principal amount equal to the aggregate principal amount of the Pledged Treasury Securities in exchange for the release of such Pledged Treasury Securities in accordance with the terms of the Purchase Contract Agreement and the Pledge Agreement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them them, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within two Business Days, Days give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Corporate Unit Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities Debentures from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Corporate Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), ) under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Corporate Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Corporate Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units Debentures underlying this Treasury Corporate Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments received, pursuant to the Remarketing, in respect to of the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date Debentures shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Corporate Unit Certificate is registered as the owner of the Treasury Corporate Units evidenced by this Certificate for all purposes, whether or not any payments in respect of the Corporate Units evidenced by this Certificate be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ---------------Custodian------- (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Corporate Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ __________appointing____________________________________________________________ attorney to transfer said Treasury Corporate Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 16,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 16,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Agent.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Treasury Units. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Treasury Unit Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto at such address as it appears on the Treasury Unit Register. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this A Treasury Unit Certificate, shall thereafter represent the transferee shall be bound (without right to receive the necessity of any other action on interest in the Treasury Security forming a part of such transfereeTreasury Unit, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under in accordance with the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate Pledge Agreement. Subject to and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge option of the Treasury Units Holder thereof, Purchase Contracts underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner Securities may be settled early ("Early Settlement") as provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The any Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit the Holder of this Treasury Unit Certificate be registered shall deliver this Treasury Unit Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early set forth below duly completed and accompanied by payment in the name of, and delivered, together with a check in payment for any fractional share, form of immediately available funds payable to the undersigned at order of the address indicated below unless a different name and address have been indicated below. If shares are to be registered Company in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEarly Settlement Amount") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Treasury Units. The Upon Fundamental Change Early Settlement of Purchase Contracts and all obligations and rights by a Holder of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holderrelated Treasury Units, the Agent or Pledged Treasury Securities underlying such Treasury Units shall be released from the Company, if, on or prior to Pledge as provided in the Purchase Contract Settlement Date, and Pledge Agreement and the Holder shall be entitled to receive a Termination Event shall have occurred. Upon number of shares of Common Stock or other consideration specified in the occurrence Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Termination Event, the Company shall promptly, but within two Business Days, give written notice Treasury Unit as to which Fundamental Change Early Settlement is effected equal to the Agent, sum of the Collateral Agent Settlement Rate and the Holdersapplicable number of Make-Whole Shares (determined, at their addresses in each case, as they appear set forth in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform under the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement to be entered into among the Company, the Purchase Contract Agent and the Remarketing Agent(s) identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact, expressly withholds any consent fact and the Holder of this Treasury Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the assumption (I.E., affirmance) Purchase Contract Agent by the terms of the Purchase Contracts by Contract and Pledge Agreement, the Company Remarketing Agreement, or its trustee under any other document or instrument referred to or provided for herein or in the event that the Company becomes the subject of a case under the Bankruptcy Code, connection herewith; agrees to be bound by the terms and provisions of such Purchase Contractsthe Treasury Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Pledged Treasury Units Securities underlying this Treasury Unit Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Treasury Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount at maturity of the Pledged Treasury Securities on the Purchase Contract Settlement Date equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such Purchase Contracts. The Holder of this Treasury Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and such Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of this Agreement shall be deemed by the Holder shall acquire no right, title or interest of this Treasury Units Certificate as being made by U.S. Bank in such paymentsother capacities without any further action by U.S. Bank in such other capacities. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of (subject to the applicable record date) any payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Treasury Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICEACT: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Custodian
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc)
Treasury Units. The Upon Fundamental Change Early Settlement of Purchase Contracts and all obligations and rights by a Holder of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holderrelated Treasury Units, the Agent or Pledged Treasury Securities underlying such Treasury Units shall be released from the Company, if, on or prior to Pledge as provided in the Purchase Contract Settlement Date, and Pledge Agreement and the Holder shall be entitled to receive a Termination Event shall have occurred. Upon number of shares of Common Stock or other consideration specified in the occurrence Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Termination Event, the Company shall promptly, but within two Business Days, give written notice Treasury Unit as to which Fundamental Change Early Settlement is effected equal to the Agent, sum of the Collateral Agent Settlement Rate and the Holdersapplicable number of Make-Whole Shares (determined, at their addresses in each case, as they appear set forth in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Treasury Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Pledged Treasury Units Securities underlying this Treasury Unit Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Treasury Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount at maturity of the Pledged Treasury Securities on the Purchase Contract Settlement Date equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of (subject to the applicable record date) any payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Treasury Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract. Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of ________ACT: _________________ _________________Custodian _______________ TEN ENT - (cust) (minor) Under Uniform Gifts to Minors Act of TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Units Certificates on the books of New NiSource Inc. DTE ENERGY COMPANY, with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dte Energy Co)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ACT: Custodian (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. THE LACLEDE GROUP, INC., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Laclede Gas Co)
Treasury Units. The Purchase Contracts and all obligations and rights If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Company Corporate Units as a result of a Special Event Redemption, a Holder may substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio only in integral multiples of 80,000 Corporate Units. No Collateral Substitution is permitted following a Successful Optional Remarketing. Subject to and upon compliance with the Holders under them shall immediately and automatically terminate, without the necessity provisions of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a Termination Event component of the Corporate Units, in integral multiples of 80,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, in integral multiples of 80,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Debentures underlying the Pledged Applicable Ownership Interests in Debentures or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the Pledge Agreementapplicable Settlement Rate. Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Debentures and the underlying Debentures or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of such term), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, any payments with respect the Debentures underlying the Pledged Applicable Ownership Interests in Debentures (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such agreementsterm), payments in respect to as the aggregate principal amount of the Pledged Treasury Securities case may be, on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's ’s obligations under such the related Purchase Contract Contracts and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect applicable to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent agreements made and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any be performed wholly within such agent shall be affected by notice to the contrarystate. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Debentures underlying the Applicable Ownership Interests in Debentures, receiving payments of Contract Adjustment Payments (subject to any applicable record date), performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ACT: Custodian (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney , to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. Xxxxxx-Xxxxxxx-Midland Company, with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Signature
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 16,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 16,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. BLACK HILLS CORPORATION, with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Black Hills Corp /Sd/)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 160,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 160,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform under the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement to be entered into among the Company, the Purchase Contract Agent and the Remarketing Agent(s) identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact, expressly withholds any consent fact and the Holder of this Corporate Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the assumption (I.E., affirmance) Purchase Contract Agent by the terms of the Purchase Contracts by Contract and Pledge Agreement, the Company Remarketing Agreement, or its trustee under any other document or instrument referred to or provided for herein or in the event that the Company becomes the subject of a case under the Bankruptcy Code, connection herewith; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contracts. The Holder of this Corporate Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and such Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon U.S. Bank’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that U.S. Bank is required to make to U.S. Bank in its other capacities under the terms of this Agreement shall be deemed by the Holder shall acquire no right, title or interest of this Corporate Units Certificate as being made by U.S. Bank in such paymentsother capacities without any further action by U.S. Bank in such other capacities. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. SOUTH JERSEY INDUSTRIES, INC., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 80,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, the Company shall promptly, but within two Business Days, give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence a Holder of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions Corporate Units may effect Fundamental Change Early Settlement of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of Purchase Contracts underlying such transferee, except as may be required by the Agent Corporate Units pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract and Pledge Agreement and in integral multiples of 20 Corporate Units, or if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 80,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts evidenced by this Certificate and a Holder of the transferor related Corporate Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf Pledge as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date Holder shall be paid by the Collateral Agent entitled to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of receive a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder number of shares of Common Stock. A copy of Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is available for inspection at effected equal to the offices sum of the Agent. ABBREVIATIONS The following abbreviationsapplicable Settlement Rate and the applicable number of Make-Whole Shares (determined, when used in the inscription on the face of this instrumenteach case, shall be construed as though they were written out set forth in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event).
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Anthem, Inc.)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 400,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 400,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of such term) underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby and the Purchase Contract and Pledge Agreement on its behalf and in its name as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, ; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Company or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Company becomes a debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsContracts. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaws principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. Prior to due presentment of this Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company or the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)Agent.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within two Business Days, Days give written notice to the Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Register. Upon the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, payments in respect to the aggregate principal amount of the Pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for the purpose of performance of the Purchase Contracts and for all other purposes, whether or not any payments in respect of the Treasury Units evidenced by this Certificate be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ ---------------Custodian--------------- (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ ----------- ----------------------------------------------- TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ ------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ ----------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) _____________________________-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing_________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ : ------------------------- ---------------------------------- Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ ----------------------------------- SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ -------------------- ---------------------------------- Signature Signature Guarantee: __________ -------------- (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the REGISTERED HOLDER print Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- ---------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- ---------------------------------- Address Address ------------------------------------- ---------------------------------- ------------------------------------- ---------------------------------- ------------------------------------- ---------------------------------- Social Security or other Taxpayer Identification _______________________________ ---------------------------------- Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Units Amount of decrease Amount of Units decrease in increase in evidenced by this Signature of in Number of Units in Number of this Units Units Global Signature of Certificate authorized officer evidenced by the evidenced by Certificate authorized the the following such officer of Trustee or Units Date Global Certificate Global Certificate decrease or Agent or Date Certificate Certificate increase Depositary Custodian ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ======================== ====================== ====================== ====================== ====================== EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services [Address] Re: ________ Units of New NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust CompanyOne, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1[____________], 2000 200_ (the "Pledge Agreement"; PLEDGE AGREEMENT;" unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] Debenture]s [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ ------------------------ --------------------------------------- Signature Signature Guarantee: __________ ------------------- Please print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------ --------------------------------------- Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ Address ------------------------------------ ------------------------------------ ------------------------------------ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] ---------------------- ---------------------- Attention: Telecopy: --------- Re: __________ Units of New NiSource Inc. (the "Company") Please refer to the Purchase Contract Agreement, dated as of [____________], 200_ (the "PURCHASE CONTRACT AGREEMENT"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), among the Company and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of Units from time to time. We notify you that a Termination Event has occurred and that the Debentures [Treasury Securities] underlying your ownership interest in _____ [Corporate Units][Treasury Units] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such Debentures [Treasury Securities] (the "RELEASED SECURITIES"). Pursuant to Section 3.15 of the Purchase Contract Agreement, we request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate Unit][Treasury Unit] effected through book-entry or by delivery to us of your [Corporate Unit Certificate][Treasury Unit Certificate], we shall transfer the Released Securities by book-entry transfer, or other appropriate procedures, in accordance with your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate Unit][Treasury Unit] are transferred or your [Corporate Unit Certificate][Treasury Unit Certificate] is surrendered or satisfactory evidence is provided that such your [Corporate Unit Certificate][Treasury Unit Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. Date: By: THE CHASE MANHATTAN BANK ----------------------------- ------------------------------------ Name: Title:
Appears in 1 contract
Treasury Units. If the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of [o] Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Company has the right to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). If the Company so elects to defer Contract Adjustment Payments, the Company shall pay additional Contract Adjustment Payments on such deferred installments of Purchase Contract Payments at a rate equal to [o]% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Warrants until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Settlement Price in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts underlying Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("EARLY SETTLEMENT") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)
Treasury Units. The Purchase Contracts Subject to and all obligations upon compliance with the provisions of, and rights of the Company and the Holders under them shall immediately and automatically terminatecertain exceptions described in, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement Dateas provided in the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a Termination Event component of the Corporate Units, in integral multiples of 400,000 Corporate Units. Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio underlying such Units shall have occurredbe released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected. Upon the occurrence of a Termination EventFundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Company shall promptly, but within two Business Days, give written notice Purchase Contracts underlying such Corporate Units pursuant to the Agentterms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Corporate Units, or if the Collateral Agent and the Holders, at their addresses as they appear Applicable Ownership Interests in the Treasury Unit RegisterPortfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 400,000 Corporate Units. Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the occurrence of a Termination Eventrelated Corporate Units, the Collateral Agent shall release Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Securities Portfolio underlying such Corporate Units shall be released from the Pledge as provided in accordance with the provisions Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares or other consideration specified in the Purchase Contract and Pledge Agreement on account of each Purchase Contract that forms a part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the sum of the applicable Settlement Rate and the applicable number of Make-Whole Shares (determined, in each case, as set forth in the Purchase Contract and Pledge Agreement). Upon registration of transfer of this Treasury Unit Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Corporate Units Certificate. The Company Corporation covenants and agrees, and the Holder, by its acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Corporate Units Certificate, by its acceptance of this Certificatehereof, authorizes irrevocably appoints the Purchase Contract Agent to enter into and perform under the related Purchase Contracts forming part of the Treasury Corporate Units evidenced by this Certificate hereby, the Purchase Contract and Pledge Agreement and the Remarketing Agreement to be entered into among the Corporation, the Purchase Contract Agent and the Remarketing Agent(s) identified therein, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Remarketing Agreement”), on its behalf and in its name as its attorney-in-fact, expressly withholds any consent fact and the Holder of this Corporate Units Certificate hereby authorizes the Purchase Contract Agent to take such actions on its behalf and to exercise such powers as are delegated to the assumption (I.E., affirmance) Purchase Contract Agent by the terms of the Purchase Contracts by Contract and Pledge Agreement, the Company Remarketing Agreement, or its trustee under any other document or instrument referred to or provided for herein or in the event that the Company becomes the subject of a case under the Bankruptcy Code, connection herewith; agrees to be bound by the terms and provisions of such Purchase Contractsthe Corporate Unit evidenced hereby (including, covenants but not limited to, the terms and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreementforming part of such Unit, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf Agreement) for so long as its attorney-in-factit remains a Holder of such Unit; consents to, and consents agrees to be bound by, the Pledge of the Applicable Ownership Interests in Notes and the underlying Notes or the Applicable Ownership Interests in the Treasury Units Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, underlying this Treasury Unit Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement; and, to the extent applicable in any Insolvency Proceeding involving the Corporation, expressly withholds any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise of the Purchase Contract forming part of the Corporate Unit evidenced hereby by the Corporation or its trustee, receiver, liquidator or any person or entity performing similar functions in the event that the Corporation becomes a debtor under the Bankruptcy Code or subject to other similar provincial, state or Federal law providing for reorganization or liquidation. The Holder further covenants and agrees, agrees that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreements, any payments in with respect to the aggregate principal amount Notes underlying the Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Pledged Applicable Ownership Interests in the Treasury Securities Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date in an amount equal to the aggregate Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the related Purchase Contracts shall be paid by the Collateral Agent to the Company Corporation in satisfaction of such Holder's obligations ’s Obligations under such the related Purchase Contracts. The Holder of this Corporate Units Certificate hereby accepts the authorizations, appointments, acknowledgments and other actions taken by the Purchase Contract Agent in accordance with the Purchase Contract and such Pledge Agreement, the Remarketing Agreement or any other document or instrument referred to or provided for or in connection with the Purchase Contract and Pledge Agreement. Upon BNYM’s receipt of any initial direction, notice or instruction hereunder, any further instruction, notice or direction that BNYM is required to make to BNYM in its other capacities under the terms of this Agreement shall be deemed by the Holder shall acquire no right, title or interest of this Corporate Units Certificate as being made by BNYM in such paymentsother capacities without any further action by BNYM in such other capacities. Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of not less than a majority of the Purchase ContractsOutstanding Units. The Corporate Units and Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent (without regard to conflicts of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrarylaw principles thereof). The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares Common Shares. Prior to due presentment of Common Stockthis Certificate for registration of transfer, the Corporation and the Purchase Contract Agent, and any agent of the Corporation or the Purchase Contract Agent, may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of (subject to the applicable record date) any payment or distribution with respect to the Notes underlying the Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of the definition thereof) or payment of Contract Adjustment Payments and performance of the Purchase Contracts and for all other purposes whatsoever in connection with the Corporate Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Corporation or the Purchase Contract Agent, nor any agent of the Corporation or the Purchase Contract Agent, shall be affected by notice to the contrary. A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - COM: as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) ACT: Custodian Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - TENANT: as tenants by the entireties JT TEN - TEN: as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney attorney, to transfer said Treasury Unit Corporate Units Certificates on the books of New NiSource Inc. ALGONQUIN POWER & UTILITIES CORP., with full power of substitution in the premises. Dated: Signature:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "Company") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Algonquin Power & Utilities Corp.)
Treasury Units. If the Treasury Portfolio has replaced the Senior Notes represented by the Corporate Units, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 64,000 Corporate Units. In such an event, the Holder shall transfer Treasury Securities to the Collateral Agent, and the Purchase Contract Agent shall instruct the Collateral Agent to release the Pledge of and transfer to the Holder the appropriate Applicable Ownership Interests in the Treasury Portfolio. The Company shall pay, on each Payment Date, the Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name the Corporate Units Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. The Company has the right to defer payment of all or part of the Contract Adjustment Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date (or in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be). If the Company so elects to defer Contract Adjustment Payments, the Company shall pay additional Contract Adjustment Payments on such deferred installments of Purchase Contract Payments at a rate equal to 7.00% per annum, compounding on each succeeding Payment Date, until such deferred installments are paid. In the event that the Company elects to defer the payment of Contract Adjustment Payments on the Purchase Contracts until the Purchase Contract Settlement Date (or, in the event of an effective Early Settlement or Cash Merger Early Settlement, the Early Settlement Date or Cash Merger Early Settlement Date, as the case may be), each Holder will receive on the Purchase Contract Settlement Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable, the aggregate amount of Deferred Contract Adjustment Payments to the extent such fees are not deducted from the Stated Amount in the case of a Cash Settlement or any Early Settlement or Cash Merger Early Settlement. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, but within in no event later than two Business DaysDays thereafter, give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Treasury Unit Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Securities Portfolio, as the case may be, from the Pledge in accordance with the provisions of the Pledge Agreement. Upon registration of transfer of this Treasury Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant Subject to the Purchase Contract Agreement), under the terms of the Purchase Contract Agreement and the Purchase Contracts evidenced by this Certificate and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance of this Certificate, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Certificate, by its acceptance of this Certificate, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contracts, covenants and agrees to perform its obligations under such Purchase Contracts, consents to upon compliance with the provisions of the Purchase Contract Agreement, authorizes at the Agent option of the Holder thereof, Purchase Contracts represented by Units may be settled early at any time prior to enter into and perform 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Agreement and the Pledge Agreement on its behalf Settlement Date ("EARLY SETTLEMENT") as its attorney-in-fact, and consents to the Pledge of the Treasury Units underlying this Treasury Unit Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and Agreement. In order to exercise the Pledge Agreement, but subject right to the terms of such agreements, payments in effect Early Settlement with respect to any Purchase Contract evidenced by this Certificate, the aggregate principal amount Holder of the Pledged Treasury Securities on this Corporate Units Certificate shall deliver to the Purchase Contract Settlement Date shall be paid Agent at the Corporate Trust Office an Election to Settle Early form set forth below duly completed and accompanied by payment in the Collateral Agent form of immediately available funds payable to the order of the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law of the State of New York, without giving effect to any contrary conflict of laws or choice of law provisions of the law of the State of New York or any other jurisdiction. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Certificate is registered as the owner of the Treasury Units evidenced by this Certificate for all purposes, notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlement, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ attorney to transfer said Treasury Unit Certificates on the books of New NiSource Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. an amount (the "CompanyEARLY SETTLEMENT AMOUNT") The undersigned Holder notifies you that it has delivered to Bank One Trust Company, National Association, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)equal to:
Appears in 1 contract
Treasury Units. The Purchase Contracts and all obligations and rights of the Company and the Holders under them thereunder, including, without limitation, the rights and obligations of Holders to purchase Common Stock shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly, promptly but within in no event later than two Business Days, Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Treasury Unit Units Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Treasury Securities from the Pledge in accordance with the provisions of the Pledge Agreement. Subject to and upon compliance with the provisions of the Purchase Contract Agreement, at the option of the Holders thereof, Purchase Contracts underlying Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may be settled early ("EARLY SETTLEMENT") as provided in the Purchase Contract Agreement. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts evidenced by this Treasury Units Certificate, the Holder of this Treasury Units Certificate shall deliver this Treasury Units Certificate to the Agent at the Corporate Trust Office or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early set forth below duly completed and accompanied by payment in the form of immediately available funds payable to the Company in an amount (the "EARLY SETTLEMENT Amount") equal to the product of (i) the Stated Amount times, (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. Upon Early Settlement of Purchase Contracts by a Holder of the related Securities, the Pledged Treasury Securities underlying such Securities shall be released from the Pledge as provided in the Pledge Agreement and the Holder shall be entitled to receive a number of shares of Common Stock on account of each Purchase Contract forming part of a Treasury Unit as to which Early Settlement is effected equal to the Early Settlement Rate. The Early Settlement Rate shall initially be equal to shares of Common Stock and shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted as provided in the Purchase Contract Agreement. Upon registration of transfer of this Treasury Unit Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Purchase Contract Agreement), ) under the terms of the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this Certificate hereby and the transferor shall be released from the obligations under the Purchase Contract Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this Treasury Unit Units Certificate. The Company covenants and agrees, and the Holder, by its his acceptance of this Certificatehereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The Holder of this Treasury Unit Units Certificate, by its acceptance of this Certificatehereof, authorizes the Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced by this Certificate hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (I.E.i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions of such Purchase Contractsthereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract Agreement, authorizes the Agent to enter into and perform the Purchase Contract Agreement and the Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Units Securities underlying this Treasury Unit Units Certificate pursuant to the Pledge Agreement. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms of such agreementsthereof, payments in respect to the aggregate principal amount Proceeds of the Pledged pledged Treasury Securities on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such paymentsProceeds. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the internal law laws of the State of New York, without giving effect regard to any contrary conflict principles of laws or choice conflicts of law provisions of the law of the State of New York or any other jurisdictionlaws. The Company, the Agent and its Affiliates and any agent of the Company or the Agent may treat the Person in whose name this Treasury Unit Units Certificate is registered as the owner of the Treasury Units evidenced by this Certificate hereby for the purpose of receiving payments on the Treasury Securities and performance of the Purchase Contracts and for all purposesother purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Agent nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to settlementthe settlement thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - -----------Custodian------------ Custodian ------------- ------------- (cust) (minor) Under Uniform Gifts to Minors Act of _________________________ ________________________________ ----------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. _________________________ ----------------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________ ______________________________________________________________________ ------------------------------------------------------ (Please insert Social Security or Taxpayer I.D. or other Identifying Number of AssigneeASSIGNEE) ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ -------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Treasury Unit Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing _______________________ ______________________________________________________________________ ------------------------------- attorney to transfer said Treasury Unit Units Certificates on the books of New NiSource Kansas City Southern Industries, Inc. with full power of substitution in the premises. Dated:__________________ ______________________________________ : --------------------- ------------------------------ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Unit Units Certificates in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: ___________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after --------------------------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the Purchase Contract Settlement Date requirements of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate be registered Registrar, which requirements include membership or participation in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ _______________________________ Signature Signature Guarantee: __________ Security Transfer Agent Medallion Program (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Social Security or other Taxpayer Identification _______________________________ Number, if any Transfer Instructions for Pledged Treasury Units Transferable Upon a Termination Event: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Units Units Global Signature of evidenced by evidenced by Certificate authorized the the following such officer of Global Global decrease or Agent or Date Certificate Certificate increase Depositary EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Capital Markets Fiduciary Services Re: ________ Units of NiSource Inc. (the "CompanySTAMP") The undersigned Holder notifies you that it has delivered to Bank One Trust Companyor such other "signature guarantee program" as may be determined by the Registrar in addition to, National Associationor in substitution for, as Securities IntermediarySTAMP, for credit to the Collateral Account, $______ aggregate principal amount of [Debentures] [Treasury Securities] in exchange for the [Pledged Debentures] [Pledged Treasury Securities] held in the Collateral Account, all in accordance with the Pledge AgreementSecurities Exchange Act of 1934, dated as of November 1, 2000 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Debentures] [Pledged Treasury Securities] related to such [Corporate Unit] [Treasury Unit]. Date: _______________________ _______________________________ Signature Signature Guarantee: __________ Please print name and address of Registered Holder: _______________________________ _______________________________ Name Social Security or other Taxpayer Identification Number, Address if any _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)amended.
Appears in 1 contract
Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc)
