Exchange Agent has the meaning set forth in Section 3.02(a).
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Company Stock Certificate has the meaning set forth in Section 1.7.
Company Certificate means a certificate of the Company signed by an Officer.
Exchange Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.
Book-Entry Preferred Securities Certificates means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.
Book-Entry Shares has the meaning set forth in Section 3(a).
Exchange Certificates Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder.
Non Book-Entry Capital Securities shall have the meaning set forth in Section 2.05.
Stock Certificates has the meaning set forth in Section 2.2(a)(ii).
Stock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.
Exchange Election shall have the meaning specified in Section 14.12(a).
Merger Consideration has the meaning set forth in Section 2.1(a).
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;
Book-Entry Securities Securities maintained in the form of entries (including, without limitation, the Security Entitlements in such Securities) in the commercial book-entry system of the Fed and held for the Trustee, directly or indirectly, by any Trustee's Fed Member. Book-Entry Securities shall not include, in any event, any Certificated Security (or any Security Entitlement in any Certificated Security) held, directly or indirectly, through a Clearing Corporation.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Book-Entry Share has the meaning set forth in Section 2.01(c).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
Public Global Certificates A Global Certificate relating to a Class of Public Certificates.
Book-Entry Preferred Security means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Depositary.
Mandatory Securities Depository means a foreign securities depository or clearing agency that, either as a legal or practical matter, must be used if the Fund determines to place Foreign Assets in a country outside the United States (i) because required by law or regulation; (ii) because securities cannot be withdrawn from such foreign securities depository or clearing agency; or (iii) because maintaining or effecting trades in securities outside the foreign securities depository or clearing agency is not consistent with prevailing or developing custodial or market practices.
Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.
Book-Entry Capital Security means a Capital Security, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.
Book-Entry Certificates As specified in the Preliminary Statement.
Non-Book Entry Certificates As defined in Section 5.02(c)(iii) of this Agreement.