PRIDES Clause Samples

PRIDES. The FELINE PRIDES will initially consist of (A) ______ units (referred to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the Stated Amount and (B) _____ units (referred to as "Growth PRIDES" and, together with the Income PRIDES, the "Securities") with a face amount, per Growth PRIDES, equal to the Stated Amount. Each Income PRIDES will initially be comprised of (a) a stock purchase contract (the "Purchase Contract") under which (i) the holder will purchase from the Company not later than ____________, 2001 (the "Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, a number of shares of common stock, no par value per share (the "Common Stock"), of the Company equal to the Settlement Rate (as defined below), and (ii) the Company will pay to the Holder unsecured contract adjustment payments ("Contract Adjustment Payments"), if any, at the rate of ____% of the Stated Amount per annum and (b) either beneficial ownership of a Preferred Security (as defined below) or upon the occurrence of a Tax Event Redemption (as defined herein) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest of the Treasury Portfolio (as defined below). Each Growth PRIDES will initially be comprised of (a) a Purchase Contract under which (i) the holder will purchase from the Company not later than the Purchase Contract Settlement Date, for an amount in cash equal to the Stated Amount, a number of shares of Common Stock of the Company, equal to the Settlement Rate, and (ii) the Company will pay the Holder Contract Adjustment Payments, if any, at the rate of ___% of the Stated Amount per annum, and (b) a 1/40 undivided beneficial interest in a zero-coupon U.S. Treasury Security (CUSIP No. _______) having a principal amount equal to $1,000 and maturing on _________, 2001 (the "Treasury Securities"). Pursuant to the terms of the Trust Agreement (as defined below), Lincoln National Capital IV, a statutory business trust formed under the laws of the State of Delaware (the "Trust") will issue _________ ___% Preferred Securities, Series D (the "Preferred Securities") having a stated liquidation value equal to the Stated Amount. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on ...

PRIDES directly or through its affiliated funds, is the holder of 2,047,607 shares of common stock of the Company, is this day acquiring an additional 500,000 shares of common stock of the Company and may seek to acquire additional shares of common stock of the Company in the future.

PRIDES respectively, free and clear of any lien, pledge or security interest or other interest created hereby. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Securities or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3, the Purchase Contract Agent shall (i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 4.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (y) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (z) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Securities or of the Pledged Treasury Securities, as the case may be, as provided in this Section 4.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Securities or of the Pledged Treasury Securities, as the case may be, as provided by this Section 4.3 or (ii) commence an action or proceeding like that described in subsection (i)(z) hereof within ten days after the occurrence of such Termination Event.

PRIDES. Section 4.2 Preliminary Proxy Statement Section 5.3.1 Proceedings Section 3.7 Proxy Statement Section 5.3.1 RBC Dominion Securities Section 4.5 Registration Statements Section 5.4 SEC Section 3.11.2 Securities Act Section 3.11.1 Series 1 Preferred Stock Section 1.1.3 Series A Preferred Stock Section 4.2 Series B Preferred Stock Section 4.2 Shares Section 1.1.1 SOGIC Agreement Section 5.5 Special Committee Section 3.14 - vi -

PRIDES. Subject to the next succeeding paragraph, the Company shall pay, on each Payment Date, the Contract Adjustment Payments, if any, payable in respect of each Purchase Contract to the Person in whose name the Income PRIDES Certificate evidencing such Purchase Contract is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments, if any, will be payable at the Corporate Trust Office of the Agent and the New York Office 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 Income PRIDES Register. The Company shall have the right, at any time prior to the Purchase Contract Settlement Date, to defer the payment of any or all of the Contract Adjustment Payments, if any, otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Agent written notice of its election to defer such payment (specifying the amount to be deferred) as provided in the Purchase Contract Agreement. Any Contract Adjustment Payments, if any, so deferred shall, to the extent permitted by law, bear additional Contract Adjustment Payments thereon at the rate of % per annum (computed on the basis of a 360-day year of twelve 30 day 95 months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Adjustment Payments, if any, together with the additional Contract Adjustment Payments accrued thereon, are referred to herein as the "Deferred Contract Adjustment Payments"). Deferred Contract Adjustment Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to the Purchase Contract Agreement. No Contract Adjustment Payments, if any, may be deferred to a date that is after the Purchase Contract Settlement Date and no such deferral period may end other than on a Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments, if any, on the Purchase Contracts until a Payment Date prior to the Purchase Contract Settlement Date, then all Deferred Contract Adjustment Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date. In the event that the Company elects to defer the payment of Contract Adjustment Payments, if any, on the Purchase Contracts until the Purchase Contract Settlement Date, the Holder of t...

PRIDES. The option hereby granted will expire automatically at the close of business on the 30th calendar day after the later of the date the Registration Statement and any Rule 462(b) Registration Statement becomes effective, if the Offerors have elected not to rely upon Rule 430A under the 1933 Act Regulations, or the Representation Date, if the Offerors have elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriter to the Offerors setting forth the aggregate number of additional Optional Securities to be purchased and the time and date of delivery for the related Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriter but shall not be later than seven full business days after the exercise of such option, nor in any event before the Closing Time, unless otherwise agreed upon by the Underwriter and the Offerors.

PRIDES. Except as provided in this Section 3.14, for so long as the Purchase Contract forming a part of a Growth PRIDES remains in effect, such Growth PRIDES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Growth PRIDES in respect of the related Treasury Security and the Purchase Contract forming a part of such Growth PRIDES may be acquired, and may be transferred and exchanged only as a Growth PRIDES.

PRIDES. Guarantee; Income PRIDES; Institutional Trustee; Investment Company Event; Preferred Security Certificate; Pricing Agreement; Purchase Agreement; Regular Trustees;

PRIDES. Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Growth PRIDES Certificate.