Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Date. In order to exercise the right to effect Early Settlement with respect to any Purchase Contract, the Holder of the Certificate evidencing the related Unit shall deliver such Certificate to the Agent at the Corporate Trust Office an "Election to Settle Early" form on the reverse side of the Certificate and any other documents requested by the Agent and accompanied by payment payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount of such Units multiplied by (ii) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within the time frames specified in the preceding sentence. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day. (b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6. (c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause: (1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and (2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement. (d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units; (1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and (2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12. (e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected. (f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.95.7, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. (New York City time) (i) on or after prior to the fourth seventh Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial December 16, 2004 or any Subsequent Remarketing Date; (ii) provided however, that if a Tax Event Redemption has occurred and the Treasury Consideration has become a component of the Normal Units, Purchase Contracts underlying Normal Units may be settled early, on or after prior to the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh second Business Day immediately preceding the Stock Purchase Date, but only in an aggregate amount of $1,000 or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Units shall deliver such Certificate to the Agent at the Corporate Trust Office an "duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (ia) the Stated Amount of such Units multiplied by times (iib) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment or adjustment shall be made upon Early Settlement within of any Purchase Contract on account of dividends on the time frames specified in the preceding sentenceCommon Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m. (p.m., New York City time) , on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m. (p.m., New York City time) , on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.10, at the option of the Holder thereof, be settled early ("Purchase Contracts underlying Securities may effect Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. Settlement on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth fifth Business Day immediately preceding the Initial Remarketing Date until Purchase Contract Settlement Date. Holders of Growth PRIDES may only effect Early Settlement of the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock related Purchase DateContracts in integral multiples of 40 Growth PRIDES. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to the product of (i) (A) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentencesentence and subject to Section 5.1 hereof, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date).
(b) Upon payment No Early Settlement will be permitted under this Section 5.10 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement Amount by the Holder of the related Normal Units or Stripped Unitsis effected, as the case may be, the Company shall issue, and the Holder shall be entitled there is an effective Registration Statement with respect to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest delivered in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance connection with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company shall execute or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company covenants and the Agent shall authenticate, execute and deliver agrees to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable its best efforts to (1A) have in effect a registration statement Registration Statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2B) provide a prospectus Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may be used use in connection with the such Early Settlement pursuant to this Section 5.9Settlement.
Appears in 1 contract
Sources: Purchase Contract Agreement (Gabelli Asset Management Inc)
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.95.11, at the option of the Holder thereof, Purchase Contracts underlying Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") at in the case of Corporate Units (unless a Tax Event Redemption or any time, provided that Holders may not settle early after 10:00 a.m. (New York City time) (iearlier Successful Remarketing has occurred) on or after prior to the fourth fifth Business Day immediately preceding the Initial Remarketing Purchase Contract Settlement Date until and in the next Business Day immediately following such Initial Remarketing Date; (ii) case of Treasury Units on or after prior to the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh second Business Day immediately preceding the Stock Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or any earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of 40 Corporate Units or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Agent at the Corporate Trust Office an "or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to the product of (i) the Stated Amount of such Units multiplied by times (ii) the number (A) of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentencesentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of dividends on the PCS Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit Securities at or prior to 5:00 p.m. (p.m., New York City time) , on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (p.m., New York City time) , on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units Securities shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Election Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Date, as provided herein. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to to:
(1) the product of (iA) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within Settlement, plus
(2) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentencesentence and subject to the last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit Securities at or prior to 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units Securities shall be the next succeeding Business Day.
(b) . Upon payment the receipt of the such Certificate and Early Settlement Amount by from the Holder Holder, the Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of the related Normal Units or Stripped Units, as the case may be, which payment the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such confirm in writing. The Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate Agent shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shallthen, in accordance with the instructions provided by the Holder thereof on the applicable form Section 5.6 of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
, notify the Collateral Agent that (2A) deliver such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Holder a certificate or certificates for Company as confirmed in writing by the full number of shares of Common Stock issuable upon Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12have been satisfied.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Sources: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "Election to Settle Early" Early form (on the reverse side of the Certificate Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement Amount") equal to the product of (iA) the Stated Amount less the aggregate amount of such Units multiplied by any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments per Purchase Contract as of the Early Settlement Date (iias deferred below) times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement. No payment shall be made upon Early Settlement within of any Purchase Contract on account of any dividends payable on the time frames specified in Common Shares issued upon such Early Settlement, the preceding sentencerecord date for which payment occurred prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities, and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.,
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Units Securities, having an aggregate Stated Amount equal to $2,000 or an integral multiple thereof prior to the First Purchase Contract Settlement Date, or $1,000 or an integral multiple thereofthereof after the First Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement Date, may, at the option of the Holder thereof, may be settled early ("Early Settlement") at in the case of Income PRIDES (unless a Tax Event Redemption has occurred), on any time, provided day that Holders may does not settle early after 10:00 a.m. (New York City time) (i) occur during a Substitution Blackout on or after prior to the fourth fifth Business Day immediately preceding the Initial Remarketing applicable Purchase Contract Settlement Date until and in the next Business Day immediately following such Initial Remarketing Date; (ii) case of Growth PRIDES on or after prior to the fourth second Business Day immediately preceding any Subsequent Remarketing Period until each Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption has occurred and the next Business Day immediately following Treasury Portfolio has become a Terminated Remarketing component of the Income PRIDES, Purchase Contracts underlying Income PRIDES may be settled early, on or (iii)on or after prior to the seventh second Business Day immediately preceding the Stock Purchase Contract Settlement Date, but only in an aggregate amount of $80,000,000 or in an integral multiple thereof prior to the First Purchase Contract Settlement Date or in an aggregate amount of $40,000,000 or in an integral multiple thereof after the First Purchase Contract Settlement Date but prior to the Second Purchase Contract Settlement Date. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Agent at the Corporate Trust Office an "duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company in immediately available funds in an amount (the "Early Settlement Amount") equal to the product sum of (ii)(A) the Stated Amount of such Units multiplied by (ii) $50 times the number of Purchase Contracts being settled if settled on or prior to the fifth Business Day immediately preceding the First Purchase Contract Settlement Date or (B) $25 times the number of Purchase Contracts being settled if settled between the First Purchase Contract Settlement Date and the fifth Business Day immediately preceding the Second Purchase Contract Settlement Date, plus, in either case, (ii) if such delivery is made with respect to which any Purchase Contracts during the Holder has elected period from the close of business on any Record Date next preceding any Payment Date to effect the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Adjustment Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the case of Income PRIDES, the payment of interest on the related Debt Securities payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement within of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the time frames specified in the preceding sentenceCommon Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit Securities at or prior to 5:00 p.m. (p.m., New York City time) , on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (p.m., New York City time) , on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units Securities shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") at any time, provided that Holders may not settle early after 10:00 a.m. on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Contract Settlement Date. Holders of Treasury PEPS Units may only settle the related Purchase Contracts in integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "Election to Settle Early" Early form (on the reverse side of the Certificate Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to the product of (iA) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within the time frames specified Settlement. Except as provided in the immediately preceding sentence, no payment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Units Securities shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. in the case of Corporate Units (New York City time) (iunless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or after prior to the fourth fifth Business Day immediately preceding the Initial Remarketing Purchase Contract Settlement Date until and in the next Business Day immediately following such Initial Remarketing Date; (ii) case of Treasury Units on or after prior to the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh second Business Day immediately preceding the Stock Purchase Contract Settlement Date, in each case, as provided herein; provided however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of ____ Corporate Units or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Agent at the Corporate Trust Office an "or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (iA) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within plus (ii) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (ii) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentencesentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Adjustment Payments accrued on such Purchase Contract or on account of dividends on the Common Stock issued upon such Early Settlement or on account of any Deferred Contract Adjustment Payments. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit Securities at or prior to 5:00 p.m. (p.m., New York City time) , on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (p.m., New York City time) , on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units Securities shall be the next succeeding Business Day.
(b) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.95.07, a Holder, at his option, may, with respect to the Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereofsuch Holder's Securities, may, at the option of the Holder thereof, be settled early ("effect Early Settlement") Settlement at any time, provided that Holders may not settle early after 10:00 a.m. time on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth fifth Business Day immediately preceding the Initial Remarketing Date until Purchase Contract Settlement Date. Holders of Growth Equity Units may effect Early Settlement of the next Business Day immediately following such Initial Remarketing Date; (ii) related Purchase Contracts at any time on or after prior to the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh second Business Day immediately preceding the Stock Purchase Contract Settlement Date only in integral multiples of 40 Purchase Contracts. If a Tax Event Redemption Date, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred, Income Equity Units Holders may effect Early Settlement on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date only in multiples of 20,000 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentencesentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Units Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date).
(b) Upon payment No Early Settlement will be permitted under this Section 5.07 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement Amount by the Holder of the related Normal Units or Stripped Unitsis effected, as the case may be, the Company shall issue, and the Holder shall be entitled there is an effective Registration Statement with respect to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest delivered in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance connection with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company shall execute or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company covenants and the Agent shall authenticate, execute and deliver agrees to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use its commercially reasonable efforts to (1A) have in effect a registration statement Registration Statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2B) provide a prospectus Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may be used use in connection with the such Early Settlement pursuant to this Section 5.9Settlement.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.07, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early ("Early SettlementEARLY SETTLEMENT") at any time, provided that Holders may not settle early after 10:00 a.m. on or prior to 5:00 p.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Purchase Contract Settlement Date. Holders of Treasury Stock Purchase DateUnits may only settle the related Purchase Contracts in integral multiples of 40 Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Purchase Contract Agent at the Corporate Trust Office an "Election to Settle Early" form (on the reverse side of the Certificate Certificate) and any other documents requested by the Purchase Contract Agent and accompanied by payment (payable to the Company in immediately available funds funds) in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to the product of (i) (A) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within Settlement, plus (ii) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Purchase Contract Payments payable on such Payment Date with respect to such Purchase Contracts. Except as provided in the immediately preceding sentencesentence and subject to Section 5.11(c), no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of dividends payable on the Common Stock issued upon such Early Settlement, the record date for which payment occurs prior to the Early Settlement Date. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Units Securities shall be the next succeeding Business DayDay (so long as such next succeeding Business Day is not later than the seventh Business Day immediately preceding the Purchase Contract Settlement Date).
(b) Upon payment No Early Settlement will be permitted under this Section 5.07 unless, at the time of delivery of the Election to Settle Early form or time the Early Settlement Amount by the Holder of the related Normal Units or Stripped Unitsis effected, as the case may be, the Company shall issue, and the Holder shall be entitled there is an effective Registration Statement with respect to receive, [____] shares of Common Stock on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest delivered in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance connection with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the 51 Company or the Purchase Contract Agent) under the Securities Act. If such a Registration Statement is so required, the Company shall execute covenants and the Agent shall authenticate, execute and deliver agrees to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable its best efforts to (1A) have in effect a registration statement Registration Statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2B) provide a prospectus Prospectus in connection therewith, in each case in a form that the Purchase Contract Agent may be used use in connection with the such Early Settlement pursuant to this Section 5.9Settlement.
Appears in 1 contract
Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may5.09, at the option of the Holder thereof, any Purchase Contracts in integral multiples of 1,000 Securities may be settled early ("Early SettlementEARLY SETTLEMENT") at any time, as provided that Holders may not settle early after 10:00 a.m. (New York City time) (i) on or after the fourth Business Day immediately preceding the Initial Remarketing Date until the next Business Day immediately following such Initial Remarketing Date; (ii) on or after the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh Business Day immediately preceding the Stock Purchase Dateherein. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Security Certificate evidencing the related Unit such Purchase Contracts shall deliver such Security Certificate to the Agent at the Corporate Trust Office an "duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment payable to in the Company in form of immediately available funds in an amount (the "Early Settlement AmountEARLY SETTLEMENT AMOUNT") equal to (i) the product of (iA) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within plus (ii) if such delivery is made with respect to any Purchase Contracts during the time frames specified period from the close of business on any Record Date immediately preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the sum of (x) the Contract Fees and Deferred Contract Fees, if any, payable on such Payment Date with respect to such Purchase Contracts plus (y) if such Security Certificate evidences Coupon Securities, the interest on the related Treasury Notes payable on such Payment Date. Except as provided in the immediately preceding sentencesentence and subject to the second to the last paragraph of Section 5.02, no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on account of any Contract Fees or Deferred Contract Fees, if any, accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit Securities at or prior to 5:00 p.m. (p.m., New York City time) , on a Business Day, such day shall be the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Unit Securities and if such requirements are first satisfied after 5:00 p.m. (p.m, New York City time) , on a Business Day or on a day that is not a Business Day, the "Early Settlement DateEARLY SETTLEMENT DATE" with respect to such Units Securities shall be the next succeeding Business Day.
(b) Upon payment . Notwithstanding the foregoing, a Holder of Zero-Coupon Securities will not have the right to elect Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, the Company shall issue, and the Holder shall be entitled to receive, [____] shares of Common Stock on account of such Purchase Contract (the "any Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6Date occurring after November 14, 2001.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.
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Early Settlement. (a) Unless a Holder has effected a Merger Early Settlement or a Termination Event shall have occurred, subject Subject to and upon compliance with the provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Units Securities having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may, at the option of the Holder thereof, thereof may be settled early ("Early Settlement") at any time, provided that Holders may not settle early after 10:00 a.m. in the case of Corporate Units (New York City time) (iunless a Tax Event Redemption or a Successful Initial Remarketing has occurred) on or after prior to the fourth fifth Business Day immediately preceding the Initial Remarketing Purchase Contract Settlement Date until and in the next Business Day immediately following such Initial Remarketing Date; (ii) case of Treasury Units on or after prior to the fourth Business Day immediately preceding any Subsequent Remarketing Period until the next Business Day immediately following a Terminated Remarketing or (iii)on or after the seventh second Business Day immediately preceding the Stock Purchase Contract Settlement Date, in each case, as provided herein; provide however, that if a Tax Event Redemption or a Successful Initial Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Purchase Contracts underlying Corporate Units may be settled early on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, but only in an aggregate amount of [ ] Corporate Units or in an integral multiple thereof. In order to exercise the right to effect Early Settlement with respect to any Purchase ContractContracts, the Holder of the Certificate evidencing the related Unit Securities shall deliver such Certificate to the Agent at the Corporate Trust Office an "or the New York Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early" form Early on the reverse side of the Certificate and any other documents requested by the Agent thereof duly completed and accompanied by payment (payable to the Company Company) in immediately available funds in an amount (the "Early Settlement Amount") equal to (i) the product of (iA) the Stated Amount of such Units multiplied by times (iiB) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement within the time frames specified in the preceding sentence. If the foregoing requirements are first satisfied plus (ii) if such delivery is made with respect to any Purchase Contracts underlying during the period from the close of business on any Unit at or prior Record Date next preceding any Payment Date to 5:00 p.m. (New York City time) the opening of business on a Business Daysuch Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such day shall be the "Early Settlement Date" Payment Date with respect to such Unit and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day Purchase Contracts; provided that is not a Business Day, the "Early Settlement Date" with respect to such Units no payment shall be the next succeeding Business Day.
required pursuant to clause (bii) Upon payment of the Early Settlement Amount by the Holder of the related Normal Units or Stripped Units, as the case may be, this sentence if the Company shall issue, and have elected to defer the Holder shall Contract Adjustment Payments which would otherwise be entitled to receive, [____] shares of Common Stock payable on account of such Purchase Contract (the "Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6.
(c) No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause:
(1) the shares of Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered; and
(2) the related Pledged Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, in the case of Normal Units, or the related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Agent for delivery to the Holder thereof or the Holder's designee, pursuant to the Pledge Agreement.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of shares of Common Stock from the Company and the Pledged Notes, Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, from the Collateral Agent, as applicable, the Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units;
(1) transfer to the Holder the Pledged Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury Securities, as the case may be, forming a part of such Units pursuant to the Pledge Agreement; and
(2) deliver to the Holder a certificate or certificates for the full number of shares of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute and the Agent shall authenticate, execute and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) The Company agrees that, if required under U.S. Federal securities laws, it will use commercially reasonable efforts to (1) have in effect a registration statement covering the shares of our Common Stock to be delivered in respect of the Purchase Contracts being settled and (2) provide a prospectus in connection therewith, in each case in a form that may be used in connection with the Early Settlement pursuant to this Section 5.9.such
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