SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
Sources: Purchase Contract Agreement (Hawaiian Electric Industries Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:____: ___________________________ _______________________________________ Signature Signature Guarantee:________________________________ if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide REGISTERED HOLDER a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _____________________________________________________ ____________________________________________________________ Name Name _____________________________________________________ ____________________________________________________________ Address Address _____________________________________________________ ____________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________________________ _____________________________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ______________________________________ _______________________________ Name Name _______________________________ ____________________________________________________________ Address Address Social Security or other Taxpayer Identification Number, if any ______________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_________________ _____________________________________ Signature Signature Guarantee: (if assigned to another person): Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: ________________________________________________________________________________ If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to, and pledged Treasury Securities are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _____________________________________________________ _____________________________________________________________ Name Name _____________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: _____________________________________________________________ Address Address _____________________________________________________ _____________________________________________________________ _____________________________________________________ _____________________________________________________________ _____________________________________________________ _____________________________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ______________________________________________________ ______________________________________________________ ______________________________________________________ ______________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ============================================================================================================================= Stated Amount of this Signature Amount of decrease in Amount of increase in Global Certificate of authorized officer Stated Amount of the Stated Amount of the following such of Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- 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----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ============================================================================================================================= EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________Bank One Trust Company, as Collateral Agent c/o _______________ _______________ _______________ N.A. One North State Street, 9th Floor Chicago, Illinois 60602 Attention:_______________ Telecopy: _______________ Re▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇: Equity Security Units of Hawaiian Electric Industries, Inc. Duke Energy Corporation (the "Company") We hereby notify you in accordance with Section 4.1 [4.1] [4.2] of the Pledge Agreement, dated as of _______________November 19, 2001, (the "Pledge Agreement") among the Company, youyourselves, as Collateral Agent, Custodial Agent and Securities Intermediary, Intermediary and usourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Corporate Units, Series B] [Stripped Treasury Units, Series B] from time to time, that the holder of securities the Securities listed below (the "Holder") has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)Securities] [$________ aggregate principal amount of Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] in exchange for the related an equal Value of [Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be be,] [Pledged Treasury Securities (CUSIP No. __________)Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred Transferred [Treasury Securities] [Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Notes, Treasury Consideration Pledged Senior Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Corporate Units, Series B] [Stripped Treasury Units, Series B] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________: _________________ _________________________________ Signature Signature Guarantee:______________ Signature Signature Guarantee: ___________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Name ______________________________ __________________________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions ________________________________________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: _______________________________________________________________________________ Name _______________________________________________________________________________ Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for Pledged Notesshares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Unit Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Consideration or Securities deliverable upon such Early Settlement will be transferred in accordance with the Pledged Applicable Ownership Interest transfer instructions set forth below. If shares are to be registered in the Treasury Portfolioname of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated:________________ ___________________________________________ Signature Signature Guarantee: ____________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the case may berelated Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, transferable upon please (i) print such Person's name and address and (ii) provide a guarantee of your signature: _______________________________________________________________________________ Name _______________________________________________________________________________ Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________________________________ Please print name and address of Registered Holder: _______________________________________________________________________________ Name _______________________________________________________________________________ Address _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Amount of the Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent ___________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:____________________________________________________________________________________________________________ Name___________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Wachovia Bank, National Association 5847 San Felipe, Suite 1050 Houston, Texas 77057 Attention: Title:Corporate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _______________________ _________________________________ Signature Signature Guarantee: _____________ (if assigned to another person) If shares are to be registered in the name of and delivered to a Person other than the REGISTERED HOLDER Holder, please (i) print such Person's name and address and (ii) provide a guarantee of Please print name and address of your signature: Registered Holder: ______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _Name Name ______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ______________________________ __________________________________ ______________________________ __________________________________ ______________________________ __________________________________ Social Security or other Taxpayer Identification Number, if any __________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Stripped Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement (after taking into account all Units then held by such Holder) Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Corporate Units Certificate representing any Stripped Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Securities Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _____________________________ Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Corporate Units REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ Name __________________________________ Name Name _______________________________ Address __________________________________ _______________________________ Address Address _______________________________ __________________________________ _______________________________ _______________________________________________ __________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
Sources: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_________: ______________________ ___________Signature: ______________________ Signature Signature Guarantee:_____________: ___________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _________Please print name and address of Registered Holder: ______________________ Name Name _______________________________ _________Name ______________________ Address Address ________________________________________________________________________________ Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY any: ______________________ The undersigned Holder of this Stripped Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Income PRIDES Certificate representing any Stripped Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _______________Signature: ______________________ Signature Signature Guarantee: ___________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: Name: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERName: _______________________________ _________Address: ______________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ __________________________________________________________Address: ______________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Eventany: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF Date Amount of decrease in Principal Amount of the Global Certificate Amount of increase in Principal Amount of the Global Certificate Principal Amount of this Global Certificate following such decrease or increase Signature of authorized officer of Trustee or Securities Custodian THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH DECREASE OFFICER OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DATE CERTIFICATE CERTIFICATE THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ▇▇. ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ AA 8 Number of Growth PRIDES: 0 This Growth PRIDES Certificate certifies that Cede & Co. is the registered Holder of the number of Growth PRIDES set forth above (or such other number of Income PRIDES as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units is set forth in the Schedule of Hawaiian Electric IndustriesIncreases or Decreases in Global Certificate attached hereto). Each Growth PRIDES represents (a) a stock purchase contract of Great Plains Energy Incorporated, Inc. a Missouri corporation (the "Company") We (as modified and supplemented and in effect from time to time, a "Purchase Contract") and (b) a 1/40, or 2.5%, undivided beneficial ownership interest in a Treasury Security. All capitalized terms used herein without definition herein have the meaning set forth in the Purchase Contract Agreement referred to below. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PRIDES evidenced hereby notify you have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Growth PRIDES to the accounts designated by them in writing for such purpose no later than 2:00 p.m. New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any Pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with Section 4.1 the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Growth PRIDES of which such Pledged Treasury Securities are a part under the Purchaser Contracts forming a part of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell not later than February 16, 2007 (the "Purchase Contract Settlement Date"), at a price of $25 in cash (the "Purchase Price"), a number of newly issued shares of Common Stock, without par value, of the Company including, where applicable, the preference stock purchase rights appurtenant thereto ("Common Stock"), equal to the applicable Settlement Rate (as defined below), unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described below. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $35.40 (the "Threshold Appreciation Price"), 0.7062 shares of Common Stock per purchase contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $30.00 (the "Reference Price"), the number of shares of Common Stock per Purchase Contract equal to $25 divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to the Reference Price, 0.8333 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in the Purchase Contract Agreement (and in each case rounded upward or downward to the nearest 1/10,000th of a share). No fractional shares of Common Stock will be issued upon settlement of Purchase Contracts, as provided in the Purchase Contract Agreement. The Company shall pay on each Payment Date other than the Initial Reset Date is not also a regular quarterly Payment Date in respect of each Purchase Contract forming part of a Growth PRIDES evidenced hereby an amount (the "Contract Adjustment Payments") equal to 3.75% per annum of the Stated Amount, computed on the basis of a 360 day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described below. Such Contract Adjustment Payments shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate or a Predecessor Income PRIDES Certificate) is registered on the Register at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the Paying Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Growth PRIDES Register or by wire transfer to an account appropriately designated in writing by the Person entitled to payment. Unless the context otherwise requires, each provision of this Security shall be part of the Purchase Contracts evidenced hereby. This Security and each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of _______________June 14, among the Company, you, 2004 (as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] amended or supplemented from time to time, that the holder "Purchase Contract Agreement") between the Company and BNY Midwest Trust Company, as purchase contract agent (including any successor thereunder, herein called the "Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of securities listed below (the Holder) has elected respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company and the Holders and of the terms upon which the Growth PRIDES Certificates are, and are to substitute [$_______ aggregate principal amount be, executed and delivered. Each Purchase Contract evidenced hereby, which is settled either through Early Settlement, Cash Merger Early Settlement or Cash Settlement, shall obligate the Holder of Treasury Securities (CUSIP No. __________)] [$_______ principal amount the related Growth PRIDES to purchase at the applicable Purchase Price, and the Company to sell, a number of Notes newly issued shares of Common Stock equal to the applicable Early Settlement Rate or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioSettlement Rate, as the case may be. The "Applicable Market Value,] " with respect to settlement of a Purchase Contract, means the average of the Closing Price per share of Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date or, in exchange the event of a Cash Merger, ending on the third Trading Day immediately preceding the consummation of the Cash Merger. The "Closing Price" of the Common Stock on any date of determination means the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the New York Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed for trading on the NYSE on any such date, as reported in the composite transactions for the related [Pledged Notesprincipal United States national or regional securities exchange on which the Common Stock is so listed. If the Common Stock is not so listed on a United States national or regional securities exchange, Pledged Treasury Consideration the Closing Price means the last sale price of the Common Stock as reported by the NASDAQ Stock Market, or Pledged Applicable Ownership Interest if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the Treasury Portfolioover-the-counter market as reported by the National Quotation Bureau or similar organization. If such bid price is not available, the Closing Price means market value of the Common Stock on such date as determined by a nationally recognized independent investment banking firm retained by the case may be [Company for this purpose. A "Trading Day" means a day on which the Common Stock (A) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock. In accordance with the terms of the Purchase Contract Agreement, the Holder of the Growth PRIDES evidenced hereby shall pay, on the Purchase Contract Settlement Date (unless the Holder shall have previously effected an Early Settlement or a Cash Merger Early Settlement), the Purchase Price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby by effecting a Cash Settlement or by applying a principal amount of the Pledged Treasury Securities (CUSIP Nounderlying such Holder's Growth PRIDES equal to the Stated Amount of such Purchase Contract to the purchase of Common Stock. __________)] held by you A Holder of Growth PRIDES who does not make such payment in accordance with the Purchase Contract Agreement or who does not notify the Agent of such Holder's intention, on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, to make an effective Cash Settlement (unless the Holder shall have previously effected an Early Settlement or a Cash Merger Early Settlement) shall have defaulted in its obligations under the related Purchase Contract, and the Collateral Agent shall exercise its rights as a secured creditor for the benefit of the Company under the Purchase Contract Agreement and the Pledge Agreement and has delivered shall apply the principal amount at maturity of the related Pledged Treasury Securities held by the Collateral Agent to us the Purchase Price of the Common Stock on such Purchase Contract Settlement Date. The Company shall not be obligated to issue any shares of Common Stock in respect of a notice stating that Purchase Contract or deliver any certificates therefor to the Holder has transferred [Treasury Securities] [Notes or unless it shall have received payment in full of the appropriate Treasury Consideration or Applicable Ownership Interest Purchase Price for the shares of Common Stock to be purchased thereunder in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest manner set forth in the Treasury Portfolio, as the case may be], Purchase Contract Agreement. The Growth PRIDES Certificates are issuable only in registered form and upon the payment by such Holder only in denominations of a single Growth PRIDES and any integral multiple thereof. The transfer of any applicable feesGrowth PRIDES Certificate will be registered and Growth PRIDES Certificates may be exchanged as provided in the Purchase Contract Agreement. The Growth PRIDES Registrar may require a Holder, among other things, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:furnish appropriate endorsements and transfer documents permitt
Appears in 1 contract
Sources: Purchase Contract Agreement (Great Plains Energy Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _________________ ____________________________ Signature Signature Guarantee: ________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in REGISTERED HOLDER the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ___________________________ ___________________________ Name Name ____________________________ ___________________________ Address Address ____________________________ ___________________________ ____________________________ ___________________________ ____________________________ ___________________________ Social Security or other Taxpayer Identification Number, if any _____________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________________ _____________________________ Signature Signature Guarantee:: ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the REGISTERED HOLDER name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be trans- ferred to, a Person other than the Holder, please (i) print such Person's name and address: Please print name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________ _________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name ______Social Security or other Taxpayer Identification Number, if any _________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ================================================================ PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF DECREASE IN INCREASE IN CERTIFICATE AUTHORIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF AMOUNT OF AMOUNT OF SUCH TRUSTEE OR THE GLOBAL THE GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Treasury MEDS evidenced by this Stripped Units Treasury MEDS Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________ _________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ______________________________________ Name Name __________________________________ ______________________________________ Address Address __________________________________ ______________________________________ __________________________________ ______________________________________ __________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Treasury MEDS Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury MEDS evidenced by this Treasury MEDS Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury MEDS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury MEDS Certificate representing any Treasury MEDS evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________ ______________________________________ Signature Signature Guarantee:____________________ Number of Securities evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury REGISTERED HOLDER MEDS Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ______________________________ Name _____________________________________ Name ______________________________ Address _____________________________________ Address ______________________________ ______________________________ _____________________________________ ______________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Securities Transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Number of Treasury Amount of increase in Amount of decrease in MEDS evidenced by Number of Treasury Number of Treasury this Global Certificate Signature of authorized MEDS evidenced by MEDS evidenced by following such signatory of Purchase Date the Global Certificate the Global Certificate decrease or increase Contract Agent ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- 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----------------------- ----------------------- EXHIBIT C INSTRUCTION FROM TO PURCHASE CONTRACT AGENT TO COLLATERAL AGENT JPMorgan Chase Bank 450 West 33rd Street New York, New York 10001 Attention: Instituti▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇: [_______ ▇orporate MEDS] [_______ Treasury MEDS] of KeySpan Corporation, a New York corporation (the "Company"). The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Treasury Securities] in exchange for the [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of May 6, 2002 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Corporate MEDS] [Treasury MEDS]. Date:_______________, as Collateral Agent c/o _______________ _______________ _______________________ AttentionSignature Signature Guarantee:_______________ Telecopy: _______________ RePlease print name and address of Registered Holder: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _____________________________________ Name Social Security or other Taxpayer Identification Number, as if any Address EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral Agent By:upon Occurrence of a Termination Event) [HOLDER] _________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________ _____________________________________ Signature Signature Guarantee:_________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________________________ ________________________________________ Signature Signature GuaranteeName Name ________________________________________ ________________________________________ Address Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; 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, Holders may early settle Corporate Units only in integral multiples of __________ Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________________ _________________________________ Signature Signature Guarantee (if assigned to another person):______________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER Units Certificates are to be registered regis- tered in the REGISTERED HOLDER name of and delivered to, and pledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ________________________________________ ________________________________________ Name Name ________________________________________ ________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________________ Transfer instructions Instructions for Pledged pledged Senior Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF ==================================================================================================================================== Amount of Amount of Stated Amount of this Signature decrease in Stated increase in Stated Global Certificate of authorized officer Amount of the Global Amount of the Global following such decrease of Purchase Contract Date Certificate Certificate or increase Agent ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ 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==================================================================================================================================== EXHIBIT B (Form of Face of Treasury Units Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH DECREASE OFFICER OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DATE CERTIFICATE CERTIFICATE THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/1/ No. __________ CUSIP NO. ______, as Collateral Agent c/o _____ Number of Treasury Units ___________ _______________ _____% Treasury Units This Treasury Units Certificate certifies that __________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (is the "Company") We hereby notify you in accordance with Section 4.1 registered Holder of the Pledge Agreementnumber of Treasury Units set forth above. Each Treasury Units represents (i) a 1/40, dated as of _______________or 2.5 %, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate undivided beneficial ownership interest in a Treasury Security having a principal amount of Treasury Securities (CUSIP No. __________)] [at maturity equal to $_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio1,000, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with subject to the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ____/1/ To be inserted in Global Certificates only. of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Duke Energy Corporation, a North Carolina corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Units evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on ___________, 2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the "Stated Amount"), a number of newly issued shares of Common Stock, no par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as Collateral Agent By:provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to _________________________________ Name: Title:% per annum of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) 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 at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________: _________________ _____________________________________ Signature Signature Guarantee:____________________: ____________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ __________________________________________________ Name Name ________________________________________________________________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any__________________________________________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any Transfer instructions for Pledged Notesfractional share and any Treasury Unit Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Consideration or Securities deliverable upon such Early Settlement will be transferred in accordance with the Pledged Applicable Ownership Interest transfer instructions set forth below. If shares are to be registered in the Treasury Portfolioname of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated:________________ _____________________________________ Signature Signature Guarantee: ____________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the case may berelated Purchase Contracts is being elected: If shares of Common Stock or Treasury Unit Certificates are to be registered in the name of and delivered to and pledged Treasury Securities are to be transferred to a Person other than the Holder, transferable upon please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any__________________________________________________________________ Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Amount of Amount of Stated Amount of this Signature of authorized decrease in Stated increase in Stated Global Certificate signatory of Purchase Amount of the Global Amount of the Global following such decrease Contract Agent or Date Certificate Certificate or increase Securities Custodian Agent _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:______________________________________________________ _______________, as Collateral Agent By:_________________________________________________________________________________________ Name________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [ ], [ ] [ ] Attention: Title:[ ] Re: Equity Units of ALLTEL Corporation (the "Company") We hereby notify you in accordance with Section 4.1 and 4.2 of the Pledge Agreement, dated as of May [ ], 2002, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units] [Treasury Units] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal VALUE of [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Stock Purchase Units evidenced by this Stripped Treasury Stock Purchase Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _________________________________ _________________________________ Signature Signature Guarantee:___________: _____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___________________________________ ___________________________________ Name Name ___________________________________ ___________________________________ Address Address ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY ___________________________________ The undersigned Holder of this Stripped Treasury Stock Purchase Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Stock Purchase Units evidenced by this Stripped Treasury Stock Purchase Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Stock Purchase Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Treasury Stock Purchase Units Certificate representing any Stripped Treasury Stock Purchase Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____ _________________________________ Signature Signature Guarantee: _______________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Treasury Stock Purchase Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ______________________________________________ Name Name ___________________________________ ___________________________________ Address Address ______________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:____________________ ___________________________________ Name___________________________________ ___________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ Transfer Instructions for Pledged Treasury Securities Transferable Upon or Early Settlement or a Termination Event: TitleThe following increases or decreases in this Global Certificate have been made: Date Stock Purchase Units Stock Purchase Units Global Certificate signatory of Trustee or [ ] [ ] [ ] Attention: Corporate Trust Department Re: [_______ Stock Purchase Units] [_______ Treasury Stock Purchase Units] of WidePoint Corporation, a Delaware corporation (the "COMPANY") and ________ Trust. The undersigned Holder hereby notifies you that it has delivered to [ ], as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [principal] [liquidation] amount of [Preferred Securities] [[Subordinated] Notes] [Treasury Securities] in exchange for the [Pledged Preferred Securities] [Pledged [Subordinated] Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of ____________, 20___ (the "PLEDGE AGREEMENT"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged [Subordinated] Notes] [Pledged Treasury Securities] related to such [Stock Purchase Units] [Treasury Stock Purchase Units]. Date: _________________________________ _________________________________ Signature Signature Guarantee: _____________________ Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address ___________________________________ ___________________________________ ___________________________________ ___________________________________ [HOLDER] Attention:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Corporate PIES evidenced by this Stripped Units Corporate PIES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _______________________ ________________________________________ Signature Signature Guarantee: ___________________ (if assigned to another person) If shares are to be registered in the name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _____________________________________ _____________________________________ Signature Signature Guarantee:Name Name ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Corporate PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Corporate PIES evidenced by this Stripped Units Corporate PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Corporate PIES Certificate representing any Stripped Units Corporate PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Shares deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _____________________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Corporate REGISTERED HOLDER Units PIES Certificates are to be registered in the name of and delivered to to, and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Shares are to be transferred to to, a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Shares Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT NUMBER OF AMOUNT OF AMOUNT OF OF THE GLOBAL PIES DECREASE IN INCREASE IN CERTIFICATE EVIDENCED BY NUMBER OF NUMBER OF THIS SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING PIES PIES GLOBAL AUTHORIZED EVIDENCED BY EVIDENCED BY CERTIFICATE OFFICER OF THE THE FOLLOWING SUCH TRUSTEE OR GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF OR SECURITIES DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSTODIAN -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM B FACE OF TREASURY PIES CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGENT AGREEMENT HEREINAFTER REFERRED TO COLLATERAL AGENT _______________AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesA NEW YORK CORPORATION (THE "DEPOSITARY"), Inc. OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (the OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________ _____________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _____________________________ _______________________________ _____________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions _______________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Preferred Securities or the Pledged appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, transferable deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________ ______________________________ Signature Signature Guarantee:____________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be regis- tered in the name of and delivered to and Pledged Preferred Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________ _____________________________ Name Name ________________________________ _____________________________ Address Address ________________________________ _____________________________ ________________________________ _____________________________ ________________________________ _____________________________ Social Security or other Taxpayer Identification Number, if any ___________________________ Transfer Instructions for Pledged Preferred Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Principal Amount of Amount of Amount of this Global Certificate Signature of decrease in Principal increase in Principal following such decrease authorized officer of Amount of the Global Amount of the Global or Trustee or Securities Date Certificate Certificate increase Custodian EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT The Chase Manhattan Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Department Re: FELINE PRIDES of Cendant Corporation (the "Company"), and Cendant Capital I We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______ ___, , among the Company, yourselves, as Collateral Agent, and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of securities listed below (the "Holder") has elected to substitute [$_____ aggregate [principal amount] of Treasury Securities] [$_______ Stated Amount of Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder's instructions. Date: _______________, as Collateral Agent c/o _______________ _______________ ___________________ Attention:By: _____________________________ TelecopyName: __Title: Signature Guarantee:_____________ Re: Equity Security Units Please print name and address of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected Registered Holder electing to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)Securities] [$_______ principal amount of Notes Preferred Securities or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration Preferred Securities or Pledged the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:]: __________________________________ _____________________________ Name Social Security or other Taxpayer Identification Number, as Collateral Agent By:if any __________________________________ NameAddress __________________________________ __________________________________ EXHIBIT D INSTRUCTION TO PURCHASE CONTRACT AGENT The First National Bank of Chicago ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Title:Corporate Trust Services Division Re: FELINE PRIDES of Cendant Corporation (the "Company"), and Cendant Capital I The undersigned Holder hereby notifies you that it has delivered to The Chase Manhattan Bank, as Collateral Agent, $_______ aggregate principal amount of [Treasury Securities] [Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement, dated _______ ___, , between you, the Company and the Collateral Agent. The undersigned Holder has paid the Collateral Agent all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES].
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional shareshare (if the Company elects not to issue fractional shares), to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : -------------------- ------------------------------- Signature Signature Guarantee:________________________________ : ---------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other" signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: --------------------------- ------------------------------- Name Name --------------------------- ------------------------------- Address Address --------------------------- ------------------------------- --------------------------- ------------------------------- Social Security or other Taxpayer Identification Number, if any ------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; PROVIDED, HOWEVER, that if the Treasury Portfolio has replaced the Notes as a component of the Corporate Units as the result of a successful Initial Remarketing of the Notes or a Tax Event Redemption, no early settlement may occur. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share (if the Company elects not to issue fractional shares) and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: --------------------- --------------------------------- Signature Signature Guarantee (if assigned to another person): --------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Units Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and Pledged Notes are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF -------------------------------- Name -------------------------------- Address -------------------------------- -------------------------------- -------------------------------- REGISTERED HOLDERHOLDER Please print name and address of Registered Holder: _______________________________ _______________________________ -------------------------------- Name Name _______________________________ _______________________________ -------------------------------- Address Address ________________________________________________________________________________ -------------------------------- -------------------------------- -------------------------------- -------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any -------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Notes Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ ------------------------------------------------------------------------ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date Amount of Amount of Stated Amount of Signature of decrease in increase in this Global authorized Stated Amount Stated Amount Certificate signatory of of the Global of the Global following such Purchase Contract Certificate Certificate decrease or Agent of increase Securities Custodian -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM B (Form of Face of Treasury Units Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO COLLATERAL AGENT _______________CEDE & CO., as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesANY TRANSFER, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge AgreementPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, dated as of _______________CEDE & CO., among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP HAS AN INTEREST HEREIN. No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:NO.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kansas City Southern Industries Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______: ________________________ _________________________________ Signature Signature Guarantee:___________________: _____________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ __________________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: Address Address _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ __________________________________ _______________________________ __________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: __________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________ ________________________________ Signature Signature Guarantee: ________________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be regis- tered in the name of and delivered to and Pledged Preferred Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _______________________________ __________________________________ Name Name _______________________________ __________________________________ Address Address _______________________________ __________________________________ _______________________________________________ __________________________________ _______________________________________________ __________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases Social Security or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT other Taxpayer Identification Number, if any _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ NameTransfer Instructions for Pledged Preferred Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: Title:[TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------------------------------------------------------------------------ Date Amount of Amount of Principal Signature decrease in increase in Amount of of Principal Principal this authorized officer Amount of Amount of Global of Trustee the Global the Global Certificate or Securities Certificate Certificate following Custodian such decrease or increase ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No. ____________ Number of Growth PRIDES _________ Cusip No. Form of Face of Growth PRIDES Certificate This Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/100 undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Green Tree Financial Corporation, a Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on ___________ 16,2001 (the "Purchase Contract Settlement Date"), at a price equal to $10 (the "Stated Amount"), a number of shares of Common stock, no par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________________________ ________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Normal Units Certificate representing any Stripped Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Securities Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________ ___ ______________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Normal REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM B FORM OF STRIPPED UNITS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units requested by an authorized representative of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the The Depository Trust Company, youand any payment hereon is made to Cede & Co., as Collateral AgentANY TRANSFER, Custodial Agent and Securities IntermediaryPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, and usCede & Co., as Purchase Contract Agent and as attorney-in-fact for the holders has an interest herein.] HAWAIIAN ELECTRIC INDUSTRIES, INC. (Form of [Normal Units] [Face of Stripped Units] from time to time, that the holder of securities listed below Units Certificate) (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________25] Stated Amount)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
Sources: Purchase Contract Agreement (Hawaiian Electric Industries Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _______________________________ _________________________________ Signature Signature Guarantee:____________________: ____________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ___________________________________ ____________________________________ Name Name ___________________________________ ____________________________________ Address Address ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________________ Signature Signature Guarantee: ______________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be registered in the name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ Name Name _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: Address Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases Social Security or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT other Taxpayer Identification Number, if any_______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ NameTransfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: Title:{TO BE ATTACHED TO GLOBAL CERTIFICATES} SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: --------------------------------------------------------------------------------- Principal Amount of this Global Signature of Amount of decrease Amount of increase Certificate authorized officer in Principal in Principal Amount following such of Trustee or Amount of the of the Global decrease or Securities Date Global Certificate Certificate increase Custodian --------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT B FORM OF GROWTH PRIDES CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped MEDS Units evidenced by this Stripped MEDS Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_____________________________ ___ ___________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's Please print name and address name and address and (ii) of Registered Holder: provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___________________________________ _____________________________________ Name Name ___________________________________ _____________________________________ Address Address ____________________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Preferred Securities or the Pledged Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT ============================================================================================================================ Number of MEDS Amount of increase in Amount of decrease in Units evidenced by Number of MEDS Number of MEDS this Global Certificate Signature of authorized Units evidenced by the Units evidenced by the following such signatory of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- EXHIBIT B FACE OF AMOUNT OF TREASURY MEDS CERTIFICATE [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. _______________, as Collateral Agent c/o __ CUSIP No. ______________ ____Number of Treasury MEDS Units:___________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security ▇▇▇▇▇▇ FINANCIAL, INC. HFI TRUST I TREASURY MEDS UNITS This Treasury MEDS Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, Certificate certifies that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________is the registered Holder of the number of Treasury MEDS Units set forth above. Each Treasury MEDS Unit consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with ▇▇▇▇▇▇ Financial, Inc., a Delaware corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as Collateral Agent By:_________________________________ Name: Title:defined on the reverse hereof) have the meaning set forth therein.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _____________________________________ Signature Signature Guarantee:__________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a Please print name guarantee of your signature: and address of Registered Holder: _____________________________________ ______________________________________ Signature Signature Guarantee:Name Name ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _____________________________________ _______________________________________ _____________________________________ _______________________________________ _____________________________________ _______________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Normal Units Certificate representing any Stripped Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Trust Preferred Securities or Pledged Treasury Securities Consideration, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: __________________________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Normal REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to to, and Pledged Notes, Trust Preferred Securities or Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, are to be transferred to to, a Person other than the Holder, please Please print name and address of print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer instructions for Pledged Notes, Trust Preferred Securities or Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, transferable upon Early Settlement or a Termination Event: __________________________________________ _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF Amount of Stated Amount of increase in the Global Signature of Amount of Stated Certificate authorized decrease in Stated Amount of the following such signatory Amount of the Global decrease of of Purchase Date Global Certificate Certificate Increase Contract Agent ---- ------------------ ----------- ---------------- -------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE GLOBAL NAME OF ANY PERSON OTHER THAN SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE CLEARING AGENCY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to TECO or its Purchase Contract Ag▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units requested by an authorized representative of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the The Depository Trust Company, youand any payment hereon is made to Cede & Co., as Collateral AgentANY TRANSFER, Custodial Agent and Securities IntermediaryPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, and usCede & Co., as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:an interest herein.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ ----------------------------------------- Signature Signature Guarantee:________________________________ : --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- ----------------------------- Name Name _______________________________ _______________________________ --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Normal Units Certificate representing any Stripped Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Securities Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------ ----------------------------------------- Signature Signature Guarantee: _______________________ --------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Normal Units REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- ----------------------------- Name Name _______________________________ _______________________________ --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE IN STATED AMOUNT OF THE SIGNATURE OF IN STATED STATED AMOUNT OF GLOBAL CERTIFICATE AUTHORIZED AMOUNT OF OF FOLLOWING OFFICER THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- EXHIBIT C INSTRUCTION FROM B FORM OF STRIPPED UNITS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for reg▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units requested by an authorized representative of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the The Depository Trust Company, youand any payment hereon is made to Cede & Co., as Collateral AgentANY TRANSFER, Custodial Agent and Securities IntermediaryPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, and usCede & Co., as Purchase Contract Agent and as attorney-in-fact for the holders has an interest herein.] AMEREN CORPORATION (Form of [Normal Units] [Face of Stripped Units] from time to time, that the holder of securities listed below Units Certificate) (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________25 Stated Amount)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________ __________________ _________________________________ Signature Signature Guarantee:__________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERHOLDER Please print name and address of Registered Holder: _____________________________ ___ ________________________________ Name Name _____________________________ __________________________________ _____________________________ __________________________________ _____________________________ __________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any __________________________ Signature Signature Guarantee:______________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Stripped Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement][Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement (after taking into account all Units then held by such Holder) Settlement][Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Corporate Units Certificate representing any Stripped Corporate Units evidenced hereby as to which [Early Settlement Settlement][Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interests in the Treasury Securities Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement][Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_____________________ _________________________________ Signature Signature Guarantee:_______________________ Number of Units evidenced hereby as to which [Early Settlement][Cash Merger Early Settlement] of the related Purchase Contracts is being elected: Dated:_____________________ _________________________________ Signature Signature Guarantee: _________________________________ (if assigned to another person) If shares of Common Stock or Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Debt Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be REGISTERED HOLDER transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _____________________________ ____________________________________ Name Name __ Signature Signature Guarantee: ____________________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ____________________________________ _____________________________ ___ Name Name __________________________________ _____________________________ ___ Address Address __________________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Signature__________________________ Signature Guarantee:______________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer instructions Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Transfer Instructions for Pledged Notes, Pledged Treasury Consideration Debt Securities or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement Settlement][Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units of this Global Certificate is _________. The following increases or decreases in this Global Certificate have been made: STATED PRINCIPAL AMOUNT OF THIS GLOBAL CERTIFICATE PRINCIPAL AMOUNT OF THIS NUMBER OF AMOUNT OF AMOUNT OF FOLLOWING SUCH GLOBAL CERTIFICATE CORPORATE UNITS INCREASE DECREASE INCREASE FOLLOWING SUCH DECREASE --------------- --------- --------- ------------------ ------------------------ EXHIBIT B (FORM OF FACE OF TREASURY UNIT CERTIFICATE) For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE THE NAME OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED CEDE & CO., AS NOMINEE OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT _______________A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesEXCHANGE OR PAYMENT, Inc. AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge AgreementAND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), dated as of _______________ANY TRANSFER, among the CompanyPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, youCEDE & CO., as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP HAS AN INTEREST HEREIN. No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________: ____________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Signature Guarantee: If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REGISTERED HOLDERHOLDER Please print name and address of Registered Holder: _______________________________ _______________________________ -------------------------------------------------------------------------------- Name Name _______________________________ _______________________________ -------------------------------------------------------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any B-11 95 ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ____________________________________________________________ Signature Signature Guarantee:_____________________ If shares of Common Stock or Stripped Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:any
Appears in 1 contract
Sources: Purchase Contract Agreement (Metlife Capital Trust I)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Fixed-Share Stock Purchase Date of the Fixed-Share Purchase Contracts underlying the number of Stripped Units Seperate PACES evidenced by this Stripped Units Seperate PACES Certificate (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : --------------------------- ---------------------------- Signature Signature Guarantee:________________________________ : ------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- --------------------------- Name Name _______________________________ _______________________________ --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Separate PACES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Fixed-Share Purchase Contracts underlying the number of Stripped Units Separate PACES evidenced by this Stripped Units Separate PACES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Fixed-Share Purchase Contracts underlying Stripped Units Separate PACES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Separate PACES Certificate representing any Stripped Units Separate PACES evidenced hereby as to which Early Settlement of the related Fixed-Share Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Treasury strips underlying Pledged Ownership Interests in the Treasury Securities Strips and the Ownership Interests in the Treasury Portfolio deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ -------------------- ---------------------------- Signature Signature Guarantee: _______________________ ---------------------- Number of Units Separate PACES evidenced hereby as to which Early Settlement of the related Fixed-Share Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Separate PACES Certificates are to be registered in the name of and delivered to, and Treasury Strips relating to Pledged Ownership Interests in the treasury strips and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable the Ownership Interest Interests in the Treasury Portfolio, as the case may be, Portfolio are to be transferred to to, a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- --------------------------- Name Name _______________________________ _______________________________ --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- --------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for treasury strips relating to Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as Strips and the case may be, Ownership Interests in the Treasury Portfolio transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------------------------------------------------------------------------------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE STATED AMOUNT OF SIGNATURE OF IN STATED AMOUNT OF IN STATED AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF OFFICER THE GLOBAL OF THE GLOBAL CERTIFICATE OF AGENT CERTIFICATE CERTIFICATE FOLLOWING SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM FORM OF SEPARATE COVERS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGENT TO COLLATERAL AGENT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for r▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇e or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] STATE STREET CORPORATION (Form of Face of 4.00% Separate COVERS Certificate) 4.00% Separate COVERS ($39.60 Purchase Price Per Separate COVERS) No._______________, as Collateral Agent c/o ________ CUSIP No. 857477 40 0 Number of Separate COVERS: 0 to 1,725,000 This Separate COVERS Certificate certifies that ________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units is the registered Holder of Hawaiian Electric Industriesthe number of Separate COVERS set forth above. Each Separate COVERS represents the ownership by the Holder thereof of the rights and obligations of the Holder thereof and State Street Corporation, Inc. a Massachusetts corporation (the "Company") We hereby notify you in accordance with Section 4.1 under one Variable-Share Repurchase Contract and the pledge of Common Stock by the Holder to secure such Holder's obligation under the Variable-Share Repurchase Contract, as further described below. Pursuant to the Pledge Agreement, dated Common Stock equal to the Maximum Variable-Share Settlement Rate (rounded up to the nearest whole share), subject to adjustment in the same manner and at the same time as the Settlement Rates under Section 5.6 of _______________the Purchase Contract Agreement, among per Variable-Share Repurchase Contract has been pledged to the Collateral Agent and a security interest has been granted to the Collateral Agent in the right, title and interest of such Holder in such Common Stock, for the benefit of the Company, youto secure the obligation of such Holder under the Variable-Share Repurchase Contract to sell the Common Stock to the Company. Subject to Section 4.2 of the Purchase Contract Agreement, as Collateral Agentthe Holder of each Separate COVERS shall be entitled, Custodial Agent and Securities Intermediarywith respect to the Pledged Common Stock, to all of the rights of a holder of shares of Common Stock. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Each Variable-Share Repurchase Contract shall, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligate the Holder of the related Security to sell, and usthe Company to purchase, on the Variable-Share Stock Purchase Date, a number of shares of Common Stock equal to the Variable-Share Settlement Rate (as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below defined below) (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes Fixed-Share Settlement Rate, the Variable-Share Settlement Rate or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, Fixed Variable-Share Settlement Rate (as defined below) referred to as the case may be,] in exchange for "Settlement Rate") unless, on or prior to the related [Pledged NotesVariable-Share Stock Purchase Date, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in there shall have occurred a Termination Event with respect to the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP NoSecurity of which such Variable-Share Repurchase Contract is a part. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. DateThe "Variable-Share Settlement Rate" is equal to:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Growth PACS evidenced by this Stripped Units Growth PACS Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________________________ __ __________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address Please print name and address of and (ii) provide a guarantee of your Registered Holder: signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ____________________________________ ___________________________________ Name Name ____________________________________ ___________________________________ Address Address ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Growth PACS Certificate hereby irrevocably exercises the option to effect Early Settlement following a Cash Merger in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Growth PACS evidenced by this Stripped Units Growth PACS Certificate specified below. The option to effect Early Settlement following a Cash Merger may be exercised only with respect to Purchase Contracts underlying Stripped Units Growth PACS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Growth PACS Certificate representing any Stripped Units Growth PACS evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Growth REGISTERED HOLDER Units PACS Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's Please print name and address of name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: ____________________________________ ___________________________________ Name Name ____________________________________ ___________________________________ Address Address ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ Transfer Instructions for Pledged Treasury Securities Transferable Upon or Early Settlement or a Termination Event: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration decreases in this Global Certificate have been made: ======================================================================================================================= Number of Growth Amount of increase in Amount of decrease in PACS evidenced by Number of Growth Number of Growth this Global Certificate Signature of authorized PACS evidenced by PACS evidenced by following such signatory of Trustee or Date the Pledged Applicable Ownership Interest in Global Certificate the Treasury Portfolio, as the case may be, transferable upon Early Settlement Global Certificate decrease or a Termination Event: increase Securities Custodian _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:________________________________________________________________________________________________________ Name_______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT [ ] [ ] [ ] Attention: TitleCorporate Trust Department Re: [_______ Income PACS] [_______ Growth PACS] of The Williams Companies, Inc., a Delaware corporation (the "Company"). The undersigned Holder hereby notifies you that it has delivered to [ ], as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio] [Treasury Securities] in exchange for the [Pledged Notes][Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of ____________, 2002 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Applicable Ownership Interests] [Pledged Treasury Securities] related to such [Income PACS] [Growth PACS]. Date: _________________________ __________________________________ Signature Signature Guarantee:_______________________ Please print name and address of Registered Holder: _______________________________ _________________________________ Name Social Security or other Taxpayer Identification Number, if any Address _______________________________ _______________________________ _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] _______________________________
Appears in 1 contract
Sources: Purchase Contract Agreement (Williams Companies Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Growth Equity Units evidenced by this Stripped Growth Equity Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ ______________________________________ Signature Signature Guarantee:: (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Please print name and address of Person's name and address and (ii) Registered Holder: provide a guarantee of your signature: ____________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name ____________________________________ ______________________________________ Address Address ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Growth Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Growth Equity Units evidenced by this Stripped Growth Equity Units Certificate specified below. The option to effect Early Settlement [following a Cash Merger] may be exercised only with respect to Purchase Contracts underlying Stripped Growth Equity Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Growth Equity Units Certificate representing any Stripped Growth Equity Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Income Equity Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration Notes or Pledged the Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________________________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Notes or the Pledged Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ============================================================================================================== Number of Growth Equity Signature of Amount of increase in Amount of decrease in Units evidenced by this authorized signatory Number of Growth Number of Growth Equity Global Certificate of Purchase Contract Equity Units evidenced Units evidenced by the following such decrease Agent or Securities Date by the Global Certificate Global Certificate or increase Custodian -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM TO PURCHASE CONTRACT AGENT TO COLLATERAL AGENT U. S. Bank Trust National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇ Re: [_______ Income Equity Units] [_______ Growth Equity Units] of Sempra Energy, a California corporation (the "COMPANY"). The undersigned Holder hereby notifies you that it has Transferred to [__________], as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio] [Treasury Securities] in exchange for the [Pledged Notes] [Pledged Applicable Ownership Interests] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of April 30, 2002 (the "PLEDGE AGREEMENT"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent c/o and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Applicable Ownership Interests] [Pledged Treasury Securities] related to such [Income Equity Units] [Growth Equity Units]. Date: _______________ _______________ _______________ AttentionSignature Signature Guarantee:_______________ TelecopyPlease print name and address of Registered Holder: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ___________________________________ Name Social Security or other Taxpayer Identification Number, as Collateral Agent By:if any Address ___________________________________ Name: Title:___________________________________ ___________________________________ ___________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event)
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: __________ _____________________________________ Signature Signature Guarantee: ________________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Please print name and address of Person's name and address and (ii) Registered Holder: provide a guarantee of your signature: _________________________________________ _____________________________________ Signature Signature Guarantee:Name Name ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _________________________________________ _____________________________________ _________________________________________ _____________________________________ _________________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Treasury Units Certificate representing any Stripped Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ ________________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury UnitsCertificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________ Name Name ___________________________________ ________________________________________ Address Address ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Securities Transferable Upon or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT ============================================================================================================= Number of Corporate Amount of increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of Corporate Units Corporate Units Certificate authorized signatory evidenced by the evidenced by the following such of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:___________________________________________________________ _______________, as Collateral Agent By:______________________________________________________________________________________________ Name_____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT Wachovia Bank, National Association 21 South Street Morristown, NJ 07960 Attention: Title:Corporate Trust Admin▇▇▇▇▇▇▇▇▇ ▇▇: [_______ ▇▇▇▇▇▇ate Units] [_______ Treasury Units] of Public Service Enterprise Group Incorporated, a New Jersey corporation (the "Company") and PSEG Funding Trust I. The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [liquidation] [principal] amount of [Preferred Securities] [Notes] [Treasury Securities] [Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio] in exchange for the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of September 10, 2002 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] [Pledged Applicable Ownership Interests] related to such [Corporate Units] [Treasury Units]. Dated: _____________________________ Signature_____________________________ Signature Guarantee: _____________________________________________ Please print name and address of Registered Holder: ________________________________ _____________________________________________ Name Social Security or other Taxpayer Identification Number, if any Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] ________________________________ ________________________________ Attention: Telecopy: __________
Appears in 1 contract
Sources: Purchase Contract Agreement (Public Service Enterprise Group Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: __________________ _________________________ Signature Signature Guarantee: ________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________ _______________________ Name Name ____________________________ _________________________ Address Address _____________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________ ______________________ Signature Signature Guarantee:: ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and REGISTERED HOLDER Pledged Debt Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address: Please print name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ __________________________________________ _______________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, as Collateral Agent By:if any ______________________________________ Name: TitleTransfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event:
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ----------------------------- ---------------------------------------- Signature Signature Guarantee:________________________________ : ------------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ---------------------------------------- --------------------------------------- Name Name _______________________________ _______________________________ ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Type A Certificate representing any Stripped Units Type A evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ----------------------------- ---------------------------------------- Signature Signature Guarantee: _______________________ ------------------------------------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Type A Certificates are to be registered in the name of and delivered to and Pledged NotesDebt Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, REGISTERED HOLDER as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ---------------------------------------- --------------------------------------- Name Name _______________________________ _______________________________ ---------------------------------------- --------------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ ---------------------------------------- --------------------------------------- ---------------------------------------- --------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- DATE AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF SIGNATURE OF AUTHORIZED PRINCIPAL AMOUNT OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED PRINCIPAL AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE THIS GLOBAL CERTIFICATE OFFICER OF TRUSTEE OR GLOBAL CERTIFICATE GLOBAL CERTIFICATE FOLLOWING SUCH DECREASE SECURITIES CUSTODIAN OR INCREASE ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- ----------------------- -------------------------- -------------------------- ------------------------- -------------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REG▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO COLLATERAL AGENT _______________CEDE & CO., as Collateral Agent c/o _ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units Number of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Type B Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that ________________ is the registered Holder of the number of Type B Securities set forth above. Each Type B Security represents (i) a [1/100] undivided beneficial ownership interest, as of a Treasury Security having a principal amount at maturity equal to [$1,000], subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with TXU Corp., a Texas corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities evidenced hereby have been pledged to the Collateral Agent By:_____________________Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on ____________ Name: Title:(the "Purchase Contract Settlement Date"), at a price equal to $____ (the "Stated Amount"), a number of shares of Common stock, no par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Type B Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: ______________________________ ________________________________________ Signature Signature Guarantee: ___________________ (if assigned to another person) If shares are to be registered in the name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _____________________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: Name Name _____________________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _____________________________________ ________________________________________ _____________________________________ ________________________________________ _____________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Stripped Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate specified below. The option to effect [Early Settlement Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement (after taking into account all Units then held by such Holder) Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Treasury Units Certificate representing any Stripped Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ ________________________________________ Signature Signature Guarantee: _____________________________ Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Treasury REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________ Name Name _____________________________________ ________________________________________ Address Address _____________________________________ ________________________________________ _____________________________________ ________________________________________ _____________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable Securities Transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT Number of Treasury Amount of increase in Amount of decrease in Units evidenced by this Number of Treasury Number of Treasury Global Certificate Signature of authorized Units evidenced by the Units evidenced by the following such signatory of Purchase Date Global Certificate Global Certificate decrease or increase Contract Agent ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ---------------------- ---------------------- ----------------------- ----------------------- EXHIBIT C INSTRUCTION FROM TO PURCHASE CONTRACT AGENT TO COLLATERAL AGENT SunTrust Bank The Purchase Contract Agent ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Trust Division Re: [_______ Corporate Units] [_______ Treasury Units] of The Phoneix Companies, Inc., a Delaware corporation (the "COMPANY"). The undersigned Holder hereby notifies you that it has delivered to SunTrust Bank, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Treasury Securities] in exchange for the [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of December 20, 2002 (the "PLEDGE AGREEMENT"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Date: _______________, as Collateral Agent c/o ________________ _______________ __________________________ Attention:Signature Signature Guarantee: _____________________________ TelecopyPlease print name and address of Registered Holder: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ________________________________________ Name Social Security or other Taxpayer Identification Number, as Collateral Agent By:if any Address _____________________________________ Name_____________________________________ _____________________________________ _____________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] _____________________________________ _____________________________________ Attention: Title:Telecopy: __________
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______: _________________________ _________________________________ Signature Signature Guarantee:_____If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ___________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _____________________________________________ ____________________________ _______________________________________ __________________________ Social Security or other Taxpayer Identification Number, if any ____________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 Income PRIDES in 20 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Income PRIDES Certificate representing any Stripped Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Preferred Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ ____________________________ Signature Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock REGISTERED HOLDER or Income PRIDES Certificates are to be registered in the name of and delivered to and Pledged Preferred Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ______________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ___________________________________________________ ______________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ______________________________ Transfer Instructions for Pledged Preferred Securities Transferable Upon Early Settlement or a Termination Event: __________________________________________________________ ________________________________________________________________________________ ___________________________________________________________________ EXHIBIT B No. ______________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Cusip No. _______ Form of Face of Growth PRIDES Certificate _____% Growth PRIDES This Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Purchase Contracts set forth above. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and MCN Corporation, a Michigan corporation, doing business as MCN Energy Group Inc. (the "Company"), to sell, on May __, 2000 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common stock, par value $.01 per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event, a Cash Settlement or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay quarterly in arrears on each March 31, June 30, September 30 and December 31, commencing on ____________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units 1997 (each, a "Payment Date"), in respect of Hawaiian Electric Industries, Inc. each Purchase Contract evidenced hereby an amount (the "CompanyContract Adjustment Payments") We hereby notify you in accordance with Section 4.1 equal to __% per annum of the Pledge AgreementStated Amount, dated as of ___from ____________, among 1997, computed on the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for basis of the holders actual number of [Normal Units] [Stripped Units] from time to time, that the holder days elapsed in a year of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes 365 or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio366 days, as the case may be,] in exchange for , subject to deferral at the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest option of the Company as provided in the Treasury PortfolioPurchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the case may Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with entitled to any benefit under the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration Purchase Contract Agreement or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration be valid or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of obligatory for any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Corporate PIES evidenced by this Stripped Units Corporate PIES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as (if assigned to which Early Settlement of the related Purchase Contracts is being elected: another person) If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in REGISTERED HOLDER the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _____________________________________ _____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification _____________________________________ Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate PIES evidenced by this Corporate PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate PIES Certificate representing any Corporate PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________ ________________________________ Signature Signature Guarantee: _____________________________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate REGISTERED HOLDER PIES Certificates are to be registered in the name of and delivered to, and Pledged Senior Notes are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: _____________________________________ _____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification _____________________________________ Number, if any Transfer Instructions for Pledged Senior Notes Transferable Upon Early Settlement or a Termination Event: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Social Security [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration decreases in this Global Certificate have been made: ----------------------------------------------------------------------------------------------------------------------------------- Number of Corporate PIES Amount of decrease in Amount of increase in evidenced by this Signature of authorized Number of Corporate PIES Number of Corporate PIES Global Certificate officer of Purchase evidenced by the evidenced by the following such Contract Agent or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement Date Global Certificate Global Certificate decrease or a Termination Event: increase Securities Custodian ----------------------------------------------------------------------------------------------------------------------------------- ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:____________________________________________________________________________________________________________________ Name: Title:___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ▇▇▇▇▇▇▇ ▇ FORM OF FACE OF TREASURY PIES CERTIFICATE This certificate is a global certificate within the meaning of the Purchase Contract Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This certificate is exchangeable for certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Purchase Contract Agreement and no transfer of this certificate (other than a transfer of this certificate as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this certificate is presented by an authorized representative of the Depositary for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein./1/ No. _______ CUSIP No. ▇▇▇▇▇▇▇▇▇ Number of Treasury PIES ________ DOMINION RESOURCES, INC. Treasury PIES
Appears in 1 contract
Sources: Purchase Contract Agreement (Dominion Resources Inc /Va/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Treasury PIES evidenced by this Stripped Units Treasury PIES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : Signature -------------------------- ----------------------------- Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program : ------------------ ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other REGISTERED HOLDER than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- -------------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- -------------------------------------- Address Address ________________________________________________________________________________ ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Treasury PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Treasury PIES evidenced by this Stripped Units Treasury PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units Treasury PIES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Treasury PIES Certificate representing any Stripped Units Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------------------------ -------------------------------- Signature Signature Guarantee: _______________________ ---------------------- 95 Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped of Treasury PIES REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- -------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- -------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ ------------------------------------- -------------------------------- ------------------------------------- -------------------------------- ------------------------------------- -------------------------------- Social Security or other Taxpayer Identification Number, if any -------------------------------- Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Number of PIES Amount of decrease in Amount of increase in evidenced by this Number of PIES Number of PIES Global Certificate Signature of authorized evidenced by the evidenced by the following such officer of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- 97 EXHIBIT C INSTRUCTION FROM TO PURCHASE CONTRACT AGENT TO COLLATERAL AGENT THE CHASE MANHATTAN BANK 450 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Group Re: ________ PIES of NIPSCO Industries, Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to The First National Bank of Chicago, as Securities Intermediary, for credit to the Collateral Account, $_________ aggregate [principal] [liquidation] amount of [Preferred Securities, Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] [Treasury Securities] in exchange for the [Pledged Preferred Securities, Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of February 16, 1999 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent c/o _____and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities, Pledged Debentures or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] related to such [Corporate PIES] [Treasury PIES]. Date: ------------------------- -------------------------------------- Signature Signature Guarantee: ------------------ Please print name and address of Registered Holder: -------------------------------- --------------------------------- Name Social Security or other Taxpayer Identification Number, if any Address ------------------------------------ ------------------------------------ ------------------------------------ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] --------------------------- --------------------------- Attention: Telecopy: ------------------ Re: __________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units PIES of Hawaiian Electric NIPSCO Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of Please refer to the Pledge Purchase Contract Agreement, dated as of _______________February 16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), among the Company, you, as Collateral Agent, Custodial Agent Company and Securities Intermediary, and usthe undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] PIES from time to time, . We hereby notify you that a Termination Event has occurred and that [the holder Preferred Securities] [the Debentures] [the appropriate Applicable Ownership Interest (as specified in clause (A) of securities listed below (the Holderdefinition of such term) has elected to substitute of the Treasury Portfolio] [$__the Treasury Securities] underlying your ownership interest in _____ aggregate principal amount of Treasury Securities (CUSIP No. __________)[Corporate PIES] [$_______ principal amount Treasury PIES] have been released and are being held by us for your account pending receipt of Notes or the transfer instructions with respect to such [Preferred Securities] [Debentures] [appropriate Treasury Consideration or Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related (the "Released Securities"). Pursuant to such Section 3.15 of the Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Normal UnitsCorporate PIES] [Stripped UnitsTreasury PIES] effected through book-entry or by delivery to us of your [Corporate PIES Certificate] [Treasury PIES Certificate], we shall transfer the Released Securities by book-entry transfer, or other appropriate procedures, in accordance with the Holder's your instructions. In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate PIES] [Treasury PIES] are transferred or your [Corporate PIES Certificate] [Treasury PIES Certificate] is surrendered or satisfactory evidence is provided that such your [Corporate PIES Certificate] [Treasury PIES Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require. 100 Date:________________________: By: THE CHASE MANHATTAN BANK ----------------------------- -------------------------------- Name: Title: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH THE CHASE MANHATTAN BANK 450 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Group Re: ________ _______________PIES of NIPSCO Industries, Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of February 16, 1999 (the "Purchase Contract Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), between the Company and yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Agent By:___________________________Account, on or prior to 11:00 a.m. New York City time, on the [fifth Business Day] [Business Day] immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers' check or wire transfer, in immediately available funds), $______ Name: Title:as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate PIES] [Treasury PIES].
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Treasury PIES evidenced by this Stripped Units Treasury PIES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________: _______________________ _____________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares and CPR Certificates are to be registered in the REGISTERED HOLDER name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ------------------------------------- ------------------------------------- Name Name ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Treasury PIES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Treasury PIES evidenced by this Stripped Units Treasury PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units Treasury PIES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Treasury PIES Certificate representing any Stripped Units Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _____________________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped of REGISTERED HOLDER Units Treasury PIES Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ------------------------------------- ------------------------------------- Name Name ------------------------------------- ------------------------------------- Address Address ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- Social Security or other Taxpayer Identification Number, if any _____________________________________ _______________________Transfer Instructions for Pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Date Amount of Amount of Number of Signature of decrease in increase in PIES authorized Number of Number of evidenced by officer of PIES PIES this Trustee or evidenced by evidenced by Global Securities the the Certificate Custodian Global Global following such Certificate Certificate decrease or increase ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- ----------------- --------------- -------------- --------------- -------------- EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT Bank One N.A. Attention: Re: ________ Name Name _________________________PIES of Washington Mutual, Inc. (the "Company") The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, as Securities Intermediary, for credit to the Collateral Account, $______ _______________________________ Address Address _______________________________ ________aggregate liquidation preference of [Preferred Stock] [Treasury Securities] in exchange for the [Pledged Preferred Stock] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of August 10, 1999, as amended (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), among you (under your prior name, The First National Bank of Chicago), the Company (through its predecessor entity, Bank United Corp.), the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Stock] [Pledged Treasury Securities] related to such [Corporate PIES] [Treasury PIES]. Date: _______________________ _____________________________________________________________ Signature Signature Guarantee:____________________ Please print name and address of Registered Holder: ------------------------------------ ------------------------------------ Name Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Address ------------------------------------ ------------------------------------ ------------------------------------ EXHIBIT C INSTRUCTION D NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as HOLDERS (Transfer of Collateral Agent c/o _______________ _______________ _______________ upon Occurrence of a Termination Event) [HOLDER] -------------------- Attention:_______________ : Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of ________________ PIES of Washington Mutual, Inc. (the "Company") Please refer to the Purchase Contract Agreement, dated as of August 10, 1999, as amended (the "Purchase Contract Agreement"; unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein), among the Company, you, as Collateral Agent, Custodial Agent Company and Securities Intermediary, and usthe undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] PIES from time to time, . We hereby notify you that a Termination Event has occurred and that [the holder of securities listed below (the Holder) has elected to substitute [$__Preferred Stock][the Treasury Securities] underlying your ownership interest in _____ aggregate principal amount of Treasury Securities (CUSIP No. __________)[Corporate PIES][Treasury PIES] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] have been released and are being held by you us for your account pending receipt of transfer instructions with respect to such [Preferred Stock][Treasury Securities] (the "Released Securities"). Pursuant to Section 3.15 of the Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your [Corporate PIES][Treasury PIES] effected through book-entry or by delivery to us of your [Corporate PIES Certificate][Treasury PIES Certificate], we shall transfer the Released Securities by book-entry transfer, or other appropriate procedures, in accordance with your instructions. In the Pledge Agreement event you fail to effect such transfer or delivery, the Released Securities and has delivered to us a notice stating that the Holder has transferred any [Treasury Securitiesdividends] [Notes interest] thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate PIES][Treasury PIES] are transferred or your [Corporate PIES Certificate][Treasury PIES Certificate] is surrendered or satisfactory evidence is provided that your [Corporate PIES Certificate][Treasury PIES Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case Company may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructionsrequire. Date:________________________________ _______________, as Collateral Agent By:_________________________________ : BANK ONE N.A. ----------------------------------- Name: Title:: EXHIBIT E NOTICE TO SETTLE BY SEPARATE CASH
Appears in 1 contract
Sources: Purchase Contract Agreement (Washington Mutual Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Units Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersignedunder signed, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest Signature If shares are to be registered in the Treasury PortfolioREGISTERED HOLDER name of and delivered to a Person other than the Holder, as the case may be, transferable upon Early Settlement or a Termination Eventplease print Please print name and address of such Person's name and address: ________________________________________________Registered Holder: ________________________________ _________________________________________________ Name Name ________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:Address Address ________________________________ ______________________________________ Social Unit or other Taxpayer Identification Number, as Collateral Agent By:if any ______________________________________ NameThe undersigned Holder directs that (a) the Pledged Securities underlying the number of Normal Units indicated below (which number does not exceed the number of Normal Units evidenced by this Unit Certificate) be released from the Pledge and registered in the name of, and delivered, to the undersigned at the address indicated below unless a different name and address have been indicated below and (b) a corresponding number of Stripped Units be registered in the name of, and delivered, to the undersigned at the address indicated below unless a difference name and address have been indicated below. If the released Pledged Securities or the Stripped Units are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. The undersigned confirms that the requisite Treasury Securities, any required cash and the instrument from the Call Option Holder have been delivered to the Collateral Agent. Dated: Title:_________________________ _________________________________ Signature If released Pledged Securities are to be REGISTERED HOLDER registered in the name of and delivered to a Person other than the Holder, please print Please print name and address of such Person's name and address: Registered Holder: ____________________________________ ________________________________ Name Name ____________________________________ ________________________________ Address Address ____________________________________ ________________________________ Social Unit or other Taxpayer Identification Number, if any _________________________________ If Stripped Units are to be registered in the name of and delivered to a Person other than the Holder, please print such Person's name and address. ______________________________________ Address ______________________________________ Social Unit or other Taxpayer Identification Number, if any FORM OF STRIPPED UNIT CERTIFICATE LIFE RE CORPORATION ____% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS (STATED AMOUNT $_______ PER UNIT)
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped SPC Units evidenced by this Stripped SPC Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _______________________ ____________________________________ Signature Signature Guarantee: _______________ (if assigned to another person) [STAMP LEGEND] If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: _______________________________________ ____________________________________ Signature Signature Guarantee:Name Name ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________________ ____________________________________ _______________________________________ ____________________________________ _______________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped SPC Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped SPC Units evidenced by this Stripped SPC Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped SPC Units Certificate representing any Stripped SPC Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities Notes deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: ___________________________ [Stamp Legend] Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped SPC Units REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Notes are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ __________________________________________ Name Name _______________________________________ ____________________________________ Address Address _______________________________________ ____________________________________ _______________________________________ ____________________________________ _______________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ Transfer Instructions for Pledged Notes Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT NUMBER OF SPC UNITS AMOUNT OF DECREASE IN AMOUNT OF DECREASE IN EVIDENCED BY THIS SIGNATURE OF NUMBER OF SPC UNITS NUMBER OF SPC UNITS GLOBAL CERTIFICATE AUTHORIZED OFFICER OF EVIDENCED BY THE EVIDENCED BY THE GLOBAL FOLLOWING SUCH TRUSTEE OR SECURITIES DATE GLOBAL CERTIFICATE CERTIFICATE DECREASE OR INCREASE CUSTODIAN EXHIBIT B FORM OF TREASURY SPC CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ Cusip No. _____ Number of Treasury SPC Units ________________ PP&L RESOURCES, as Collateral Agent c/o INC. TREASURY SPC UNITS This Treasury SPC Units Certificate certifies that _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity is the registered Holder of the number of Treasury SPC Units set forth above. Each Treasury SPC Unit consists of (i) a 1/20 undivided beneficial ownership interest of a Treasury Security Units having a principal amount at maturity equal to $1,000, subject to the Pledge of Hawaiian Electric Industriessuch Treasury Security by such Holder pursuant to the Pledge Agreement, Inc. and (ii) the rights and obligations of the Holder under one Purchase Contract with PP&L Resources, Inc., a Pennsylvania corporation (the "Company") We hereby notify you ). All capitalized terms used herein which are defined in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and Agreement (as attorney-in-fact for defined below) have the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:meaning set forth therein.
Appears in 1 contract
Sources: Purchase Contract Agreement (Pp&l Capital Funding Trust I)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Income Equity Units evidenced by this Stripped Income Equity Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___: ____________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ __________________________________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions ________________ ________________________________________________________________________________ Signature Signature Guarantee:____________________________________________________________ (if assigned to another person) REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income Equity Units Certificate hereby irrevocably exercises the option to effect Early Settlement [following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income Equity Units evidenced by this Income Equity Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income Equity Units Certificate representing any Income Equity Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration Notes or the Pledged appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________ ____________________________ Signature Signature Guarantee: _________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income Equity Units Certificates are to be registered in the name of and delivered to and Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT ================================================================================================================ Number of Income Equity Signature of Amount of increase in Amount of decrease in Units evidenced by this authorized signatory Number of Income Number of Income Equity Global Certificate of Purchase Contract Equity Units evidenced Units evidenced by the following such decrease Agent or Securities Date by the Global Certificate Global Certificate or increase Custodian ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- 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---------------------------------------------------------------------------------------------------------------- EXHIBIT B (FORM OF AMOUNT FACE OF GROWTH EQUITY UNITS CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE THE NAME OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED CEDE & CO., AS NOMINEE OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ CUSIP No. _______________, as Collateral Agent c/o __ Number of Growth Equity Units: ______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: SEMPRA ENERGY Growth Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, This Growth Equity Units Certificate certifies that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________is the registered Holder of the number of Growth Equity Units set forth above [For inclusion in Global Certificates only - or such other number of Growth Equity Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Growth Equity Units consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Sempra Energy, a California corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth Equity Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Growth Equity Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Growth Equity Units Certificate to purchase, and the Company, to sell, on May 17, 2005 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25 (the "STATED AMOUNT"), a number of newly issued shares of Common Stock, without par value ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth Equity Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Growth Equity Unit of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Growth Equity Unit evidenced hereby, an amount (the "PURCHASE CONTRACT PAYMENTS") equal to 2.90% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Growth Equity Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent By:_________________________________ Name: Title:in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Growth Equity Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ ----------------------------------------- Signature Signature Guarantee:________________________________ : --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- ----------------------------- Name Name _______________________________ _______________________________ --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------ ----------------------------------------- Signature Signature Guarantee: _______________________ ----------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ --------------------------- ----------------------------- Name Name _______________________________ _______________________________ --------------------------- ----------------------------- --------------------------- ----------------------------- --------------------------- ----------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- DATE AMOUNT OF DECREASE AMOUNT OF INCREASE IN STATED AMOUNT OF THE SIGNATURE OF IN STATED STATED GLOBAL CERTIFICATE AUTHORIZED AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF OFFICER THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- 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---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________BNY Trust Company of Missouri, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ TelecopyThe Bank of New York 101 Barclay Street New York, New York 10286 ▇▇▇▇▇▇▇▇▇: _______________ ▇▇▇▇▇▇▇▇▇ T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (212) 896-7298 Re: Equity Security Units of Hawaiian Electric Industries, Inc. Ameren Corpor▇▇▇▇▇ (the ▇▇▇ "Company▇▇mpany") ----------------------------------------------------------- We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________March 1, 2002, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________912803AD5)] [$_______ principal amount of Notes or the appropriate Treasury Consideration Tr▇▇▇▇▇▇ ▇▇nsideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________912803AD5)] held by you in accordance with the Pledge Agreement and has delivered h▇▇ ▇▇▇▇▇▇red to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:___________: _____________________ _______________THE BANK OF NEW YORK, as Collateral Agent By:_________________________________ : ------------------------------- Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying relating to the number of Stripped Units Treasury PIES evidenced by this Stripped Units Treasury PIES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. Dated:________: _______________________ __________________________________ Signature Signature Guarantee:_______________: _________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) Please print such Person's name and address and (ii) provide a guarantee of your signatureRegistered Holder: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holderinsert name) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases (insert social security or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT other taxpayer identification number, if any) _______________, as Collateral Agent c/o _________________ If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: ________________________________________________________________________________ (insert name ________________________________________________________________________________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company"insert address) We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:_____________________________________________ _______________, as Collateral Agent By:_________________________________________________________________ Name: Title:________________________________________________________________________________ (insert social security or other taxpayer identification number, if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury PIES Certificate irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts relating to the number of Treasury PIES evidenced by this Treasury PIES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned agrees to pay any transfer tax payable incident thereto.
Appears in 1 contract
Sources: Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ ----------------------------------- Signature Signature Guarantee:________________________________ : -------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered REGISTERED HOLDER in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------ ------------------------------ Name Name _______________________________ _______________________________ ------------------------------ ------------------------------ Address Address ________________________________________________________________________________ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ Social Security or other Taxpayer Identification Number, if any ----------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Type A Certificate representing any Stripped Units Type A evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ---------------------- ---------------------------------- Signature Signature Guarantee: _______________________ -------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Type A Certificates are to be registered in the name of and delivered to and Pledged NotesDebt Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury REGISTERED HOLDER Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------ ------------------------------ Name Name _______________________________ _______________________________ ------------------------------ ------------------------------ Address Address _______________________________ _______________________________ ________________________________________________________________________________ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ Social Security or other Taxpayer Identification Number, if any ------------------------------ Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ --------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF ================================================================= Amount of Amount of Principal Amount Signature of decrease in increase in of this Global authorized Principal Principal Certificate officer of Amount Amount following such Trustee or of the Global of the Global decrease or Securities Date Certificate Certificate increase Custodian ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- ================================================================= EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE SIGNATURE REGISTERED, AND NO TRANSFER OF STATED AMOUNT STATED AMOUNT FOLLOWING THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 WATER ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ▇▇ THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT THEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesCEDE & CO., Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:HAS AN INTEREST THEREIN.
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying relating to the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. Dated:________: _______________________ __________________________________ Signature Signature Guarantee:_______________: _________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements (if assigned to another person) REGISTERED HOLDER Please print name and address of the RegistrarRegistered Holder: ------------------------------------------------------------------------------- (insert name) ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (insert social security or other taxpayer identification number, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if any) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ---------------------------------- If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security ------------------------------------------------------------------------------- (insert name ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any any) ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying relating to the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Treasury Unit Certificate representing any Stripped Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to pay any transfer tax payable incident thereto. ---------------------------------- Signature Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ ------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: REGISTERED HOLDER Please print name and address of Registered Holder: ------------------------------------------------------------------------------- (insert name) ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- If shares of Common Stock or Stripped REGISTERED HOLDER Units Treasury Unit Certificates are to be registered in the name of and delivered to to, and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to to, a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security ------------------------------------------------------------------------------- (insert name) ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________any)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying represented by the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: ____________________________ ___________________________________ Signature Signature Guarantee: ______________ (if assigned to another person) If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) Please print name and address of provide a guarantee of your signature: Registered Holder: ______________________________________ ___________________________________ Signature Signature Guarantee:Name Name ________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ______________________________________ ___________________________________ ______________________________________ ___________________________________ ______________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Stripped Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying represented by the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement (after taking into account all Units then held by such Holder) Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Corporate Units Certificate representing any Stripped Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Securities Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _________________________ Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Corporate REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ Address Address ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT Number of Corporate Amount of increase in Amount of decrease in Units evidenced by this Number of Corporate Number of Corporate Global Certificate Signature of authorized Units evidenced by the Units evidenced by the following such signatory of Purchase Date Global Certificate Global Certificate decrease or increase Contract Agent ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- EXHIBIT B (FORM OF AMOUNT FACE OF TREASURY UNIT CERTIFICATE For Treasury Units containing Treasury securities maturing on July 15, 2006) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE THE NAME OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED CEDE & CO., AS NOMINEE OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT _______________A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesEXCHANGE OR PAYMENT, Inc. AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge AgreementAND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), dated as of _______________ANY TRANSFER, among the CompanyPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, youCEDE & CO., as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may beHAS AN INTEREST HEREIN.], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ -------------------------------- Signature Signature Guarantee:________________________________ : ------------- (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ -------------------------------- --------------------------- Name Name _______________________________ _______________________________ -------------------------------- --------------------------- Address Address ________________________________________________________________________________ -------------------------------- --------------------------- -------------------------------- --------------------------- -------------------------------- --------------------------- Social Security or other Taxpayer Identification Number, if any ------------------------------- ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Income PRIDES Certificate representing any Stripped Units Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ---------------------- --------------------------- Signature Signature Guarantee: _______________________ -------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Income PRIDES Certificates are to be registered in the name of and delivered to to, and Pledged NotesDebt Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to to, a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Please print name and address of Registered Holder ------------------------------- ------------------------------ Name Name _______________________________ _______________________________ ------------------------------- ------------------------------ Address Address _______________________________ _______________________________ ________________________________________________________________________________ ------------------------------- ------------------------------ ------------------------------- ------------------------------ ------------------------------- ------------------------------ Social Security or other Taxpayer Identification Number, if any -------------------------------------- Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ----------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED =============================================================== PRINCIPAL AMOUNT OF SIGNATURE AMOUNT OF AMOUNT OF THIS GLOBAL OF THE GLOBAL AUTHO- DECREASE IN INCREASE IN CERTIFICATE SIGNATURE RIZED PRINCIPAL PRINCIPAL FOLLOWING OFFICER OF STATED AMOUNT STATED OF AMOUNT FOLLOWING AUTHORIZED OF SUCH TRUSTEE OR THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF OR SECURITIES DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSTODIAN --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- =============================================================== EXHIBIT C INSTRUCTION FROM B FORM OF GROWTH PRIDES CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO COLLATERAL AGENT _______________CEDE & CO., as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesANY TRANSFER, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge AgreementPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, dated as of _______________CEDE & CO., among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:HAS AN INTEREST HEREIN.
Appears in 1 contract
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ Signature ____________________ Signature Guarantee: ___________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: Name _____________________________ _____________________________ Address _____________________________ _____________________________ _____________________________ _____________________________ REGISTERED HOLDER _____________________________ Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Name __________________________ __________________________ Address __________________________ __________________________ __________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; provided, however, that if a Tax Event Redemption or an earlier Successful Remarketing has occurred and the Treasury Portfolio has become a component of the Corporate Units, Holders may early settle Corporate Units only in integral multiples of 8,000 Corporate Units. The undersigned Holder directs that a certificate for shares of PCS Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _______________________________________ Signature Signature Guarantee:Guarantee (if assigned to another person): _______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of PCS Common Stock or Corporate Units Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___Name ____________________________ _______________________________ Name Name ___Address ____________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __Name ____________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ___Address ____________________________ ____________________________ ____________________________ REGISTERED HOLDER Please print name and address of Registered Holder: Name Name _______________________________ ____________________________ Address ____________________________ Address Address ____________________________ ____________________________ Social Security or other Taxpayer Identification Number, if any ___________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: _______________________________ ________________________________________ ________________________________________________________________________________ Social Security [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration decreases in this Global Certificate have been made: Signature of Stated Amount authorized Amount of Amount of of this Global signatory of decrease in increase in Certificate Purchase Stated Amount Stated Amount following such Contract Agent of the Global of the Global decrease or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ____Securities Date Certificate Certificate increase Custodian ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_____________________________________________________________ Name: Title:____________________________________________________________________________ ____________________________________________________________________________ EXHIBIT B (Form of Face of Treasury Units Certificate) THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ CUSIP NO. 825 061 60 5 Number of Treasury Units
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________ ______________________________ Signature Signature Guarantee:__________________ (if assigned to another person) If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________ ____________________________________ Signature Signature Guarantee:Name Name ______________________________ ____________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting Address Address _____________________________ ____________________________________ _____________________________ ____________________________________ _____________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Growth PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Preferred Securities Exchange Act or the appropriate Applicable Ownership Interest of 1934the Treasury Portfolio, as amendedthe case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ ___________________________ Signature Signature Guarantee:___________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income REGISTERED HOLDER PRIDES Certificates are to be regis- tered in the name of and delivered to and Pledged Preferred Securities, or the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address: Please print name and address and (ii) provide a guarantee of your signatureRegistered Holder: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _____________________________ _______________________________ _____________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any _______________________________ Transfer instructions Instructions for Pledged NotesPreferred Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF Principal Amount of Amount of Amount of this Global Certificate Signature of decrease in Principal increase in Principal following such decrease authorized officer of Amount of the Global Amount of the Global or Trustee or Securities Date Certificate Certificate increase Custodian EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the Company or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as Collateral Agent c/o __requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No._____________ ___Number of Growth PRIDES____________ _____Cusip No. Form of Face of Growth PRIDES Certificate This Growth PRIDES Certificate certifies that __________ Attention:_______________ Telecopy: _______________ Re: Equity is the registered Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/20 undivided beneficial ownership interest, of a Treasury Security Units having a principal amount at maturity equal to $1,000, subject to the Pledge of Hawaiian Electric Industriessuch Treasury Security by such Holder pursuant to the Pledge Agreement, Inc. and (ii) the rights and obligations of the Holder under one Purchase Contract with Cendant Corporation, a Delaware corporation (the "Company") We ). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PRIDES evidenced hereby notify you have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on February 16, 2001 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of Common stock, no par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with Section 4.1 the terms of the Pledge Agreement, dated as . The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to _______________% per annum of the Stated Amount, among computed on the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for basis of the holders actual number of [Normal Units] [Stripped Units] from time to time, that the holder days elapsed in a year of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount 360 day year of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfoliotwelve 30 day months, as the case may be,] in exchange for , subject to deferral at the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest option of the Company as provided in the Treasury PortfolioPurchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the case may Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with entitled to any benefit under the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration Purchase Contract Agreement or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration be valid or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of obligatory for any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________: _________________ ____________________________________ Signature Signature Guarantee:: ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________ ________________________ Name Name ________________________ ________________________ Address Address ________________________ ________________________ Social Security or other Taxpayer Identification Number, if any ___________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Income PRIDES with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; 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 Income PRIDES, Holders may early settle Income PRIDES only in integral multiples of 80,000 Income PRIDES. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ __________________________________ Signature Signature Guarantee (if assigned to another person):_____________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Income PRIDES Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ________________________ Name ________________________ Address ________________________ _______________________________ Name Name _______________________________ ________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________ Name ________________________ Address Address ________________________ ________________________ ________________________ ________________________ Social Security or other Taxpayer Identification Number, if any ______________________________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 or Amount of the Pledge Agreement, dated as Global Amount of _______________, among the Company, you, as Collateral Agent, Custodial Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________________________________________________________ Name: Title:EXHIBIT B (Form of Face of Growth PRIDES Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. _____ CUSIP No. Number of Income PRIDES _______ ____________________________ * To be inserted in Global Certificates only. 7.625 % Growth PRIDES This Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/20, or 5.0%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Electronic Data Systems Corporation, a Delaware corporation (the "Company," which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Growth PRIDES to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Growth PRIDES of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Growth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company to sell, on August 17, 2004 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of newly issued shares of Common Stock, par value $0.1 ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Growth PRIDES evidenced hereby an amount (the "Contract Adjustment Payments") equal to 1.845% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) 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 at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Growth PRIDES Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Purchase Contract Agreement (Electronic Data Systems Corp /De/)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ ----------------------------------------- Signature Signature Guarantee:________________________________ : -------------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ ------------------------------ ---------------------------------------- Name Name _______________________________ _______________________________ ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Corporate Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Corporate Units Certificate representing any Stripped Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Securities Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------ ----------------------------------------- Signature Signature Guarantee: _______________________ -------------------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Corporate Units Certificates are to be registered in the name of and delivered to and REGISTERED HOLDER Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ ------------------------------ ---------------------------------------- Name Name _______________________________ _______________________________ ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: -------------- ----------------- ---------------- ---------------- ------------- STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- EXHIBIT C INSTRUCTION FROM B FORM OF TREASURY UNITS CERTIFICATE (Form of Global Certificate Legend) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the Company or its agent for re▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or payment, and any Certificate issued is registered in the name of Cede & Co., or such other name as Collateral Agent c/o ___________requested by an authorized representative of The Depository Trust Company, and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] NATIONAL FUEL GAS COMPANY (Form of Face of Treasury Units Certificate) ([$25] Stated Amount) No.____ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$___ Number of Treasury Units_____ principal amount of Notes or the appropriate This Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating Units Certificate certifies that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ______is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (i) a [1/40] undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with National Fuel Gas Company, a New Jersey corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Treasury Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Treasury Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on _________, 200__ (the "Stock Purchase Date"), at a price equal to [$25] (the "Stated Amount"), a number of newly issued shares of Common Stock, $1.00 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Treasury Units of which such Purchase Contract is a part, all as Collateral Agent By:provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to _________________________________ Name: Title:% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate (or a Predecessor Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Share Purchase Contract Settlement Date of the Share Purchase Contracts underlying the number of Stripped Share Purchase Units evidenced by this Stripped Units Share Purchase Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:____________________: ___________ _____________________________________ Signature Signature Guarantee:________________: ________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________________ _______________________________________ Name Name _______________________________________ _______________________________________ Address Address _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ Social Security or other Taxpayer Identification Number, if any __________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Share Purchase Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Share Purchase Contract Agreement with respect to the Share Purchase Contracts underlying the number of Share Purchase Units evidenced by this Share Purchase Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Share Purchase Unit Certificate representing any Share Purchase Units evidenced hereby as to which Early Settlement of the related Share Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________ ____________________________________________ Signature Signature Guarantee: _________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Share Purchase Contracts is being elected: If shares of Common Stock or Share Purchase Unit Certificates are to be registered in the name of and delivered to, and Pledged Debt Securities, or the Treasury Portfolio, REGISTERED HOLDER as the case may be, are to be transferred to, a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: Address Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ A-15 Social Security or other Taxpayer Identification Number, if any ______________________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- Date Amount of Amount of Principal Signature of decrease in increase in Amount of this authorized Principal Principal Global officer of Amount of the Amount of the Certificate Trustee or Global Global following such Securities Certificate Certificate decrease or Custodian increase -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________________________________________ Name: Title:________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ▇-▇▇ ▇▇▇▇▇▇▇ ▇ FORM OF TREASURY UNIT CERTIFICATE THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SHARE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE SHARE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. ____________________ Cusip No. _____________ Number of Treasury Units ___________________ FIRSTENERGY CORP.
Appears in 1 contract
Sources: Share Purchase Contract Agreement (Firstenergy Corp)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _____________________________ __________________________________________ Signature Signature Guarantee: _____________________ (if assigned to another person) If shares are to be registered in the name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and address and (ii) provide a Please print name and address of guarantee of your signature: Registered Holder: ____________________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: Name Name ____________________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ____________________________________ __________________________________________ ____________________________________ __________________________________________ ____________________________________ __________________________________________ Social Security or other Taxpayer Identification Number, if any __________________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Stripped Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement (after taking into account all Units then held by such Holder) Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Corporate Units Certificate representing any Stripped Corporate Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interests in the Treasury Securities Portfolio, as the case may be, deliverable upon such [Early Settlement Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ______________________________________ Signature Signature Guarantee: _____________________________________ Number of Units evidenced hereby as to which [Early Settlement Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Corporate REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration Notes or Pledged the Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _______________________________________ Name Name _______________________________________ _______________________________________ Address Address _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ Social Security or other Taxpayer Identification Number, if any _______________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Notes or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Corporate Units of this Global Certificate is 6,000,000. The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Number of Corporate Amount of increase Amount of decrease Units evidenced by in Number of Hawaiian Electric Industries, Inc. (in Number of this Global Signature of Corporate Units Corporate Units Certificate authorized signatory evidenced by the "Company") We hereby notify you in accordance with Section 4.1 evidenced by the following such of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Date Global Certificate Global Certificate decrease or increase Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ________________________ _______________, as Collateral Agent By:_______ ______________________ ______________________ ______________________ ________________________ Name______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ▇▇▇▇▇▇▇ ▇ (FORM OF FACE OF TREASURY UNIT CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ▇▇. ▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ 30 7 Number of Treasury Units: Title:0 The Phoenix Companies, Inc. Treasury Units This Treasury Units Certificate certifies that [Cede & Co.] [__________________] is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Certificates only - or such other number of Treasury Units as is reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed 6,000,000. Each Treasury Unit consists of (i) a 1/40 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The Phoenix Companies, Inc., a Delaware corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company, to sell, on February 16, 2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25.00 (the "STATED AMOUNT"), a number of newly issued shares of common stock, par value $0.01 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Treasury Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Treasury Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Treasury Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby, an amount (the "CONTRACT ADJUSTMENT PAYMENTS") equal to 0.65% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Treasury Units Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Contract Adjustment Payments. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in New York City. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PACS evidenced by this Stripped Units Income PACS Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________________________ __ __________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address Please print name and address of and (ii) provide a guarantee of your Registered Holder: signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ____________________________________ ___________________________________ Name Name ____________________________________ ___________________________________ Address Address ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Income PACS Certificate hereby irrevocably exercises the option to effect Early Settlement following a Cash Merger in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Income PACS evidenced by this Stripped Units Income PACS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Income PACS Certificate representing any Stripped Units Income PACS evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _________________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped Income REGISTERED HOLDER Units PACS Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration Notes or Pledged the Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's Please print name and address of name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: ____________________________________ ___________________________________ Name Name ____________________________________ ___________________________________ Address Address ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ Transfer Instructions for Pledged Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: _______________________________________________________________________________ _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ======================================================================================================================= Number of Income Amount of increase in Amount of decrease in PACS evidenced by Number of Income Number of Income this Global Certificate Signature of authorized PACS evidenced by PACS evidenced by following such signatory of Trustee or Date the Global Certificate the Global Certificate decrease or increase Securities Custodian __ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:________________________________________________________________________________________________________ Name: Title_______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ EXHIBIT B FACE OF GROWTH PACS CERTIFICATE [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ CUSIP No._____________ Number of Growth PACS:___________ THE WILLIAMS COMPANIES, INC. Growth PA▇▇ This Growth PACS Certificate certifies that __________________ is the registered Holder of the number of Growth PACS set forth above. Each Growth PACS consists of (i) a [1/40] undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The Williams Companies, Inc., a Delaware corporation (the "Company"). ▇▇▇ ▇▇▇▇talized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Growth PACS evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Growth PACS. Each Purchase Contract evidenced hereby obligates the Holder of this Growth PACS Certificate to purchase, and the Company, to sell, on February 16, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $[25] (the "Stated Amount"), a number of shares of Common Stock, par value $1.00 ("Common Stock"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PACS of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Growth PACS of which such Purchase Contract is a part. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Growth PACS evidenced hereby, an amount (the "Purchase Contract Payments") equal to ___% per year of the Stated Amount. Such Purchase Contract Payments shall be payable to the Person in whose name this Growth PACS Certificate is registered at the close of business on the Record Date for such Payment Date. The Company may, at its option, defer such Purchase Contract Payments. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in New York City or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Security Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Growth PACS Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Purchase Contract Agreement (Williams Companies Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ----------------------------------- ------------------------------------ Signature Signature Guarantee:________________________________ : --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- -------------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- Address Address ________________________________________________________________________________ ------------------------------------- -------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Treasury Unit Certificate representing any Stripped Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ----------------------------------- ------------------------------------ Signature Signature Guarantee: _______________________ --------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the Holder, please print such Person's name REGISTERED HOLDER and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- -------------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- -------------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebentures, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT -------------------- ------------------ ------------------ ----------------- ------------------ PRINCIPAL AMOUNT OF AMOUNT OF AMOUNT OF THE GLOBAL THIS SIGNATURE OF DECREASE IN INCREASE IN GLOBAL AUTHORIZED PRINCIPAL AMOUNT PRINCIPAL AMOUNT CERTIFICATE SIGNATURE OFFICER OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL FOLLOWING SUCH DECREASE OFFICER OF TRUSTEE OR DATE CERTIFICATE CERTIFICATE DECREASE OR SECURITIES INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSTODIAN -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ -------------------- ------------------ ------------------ ----------------- ------------------ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT NOTICE TO COLLATERAL AGENT _______________SETTLE BY SEPARATE CASH The Bank of New York 101 Barclay Street New York, as Collateral Agent c/o _______________ _______________ _______________ New York 10286 Attention:_______________ Telecopy: ________Corporate T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (212) _______ Re: Equity Security Units Securities of Hawaiian Electric IndustriesFPL Group, Inc. (the "Company") We The undersigned Holder hereby notify irrevocably notifies you in accordance with Section 4.1 5.4 of the Pledge Purchase Contract Agreement, dated as of ___________, 200____, _ among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and usyourselves, as Purchase Contract Agent and as attorneyAttorney-in-fact Fact for the holders Holders of [Normal Units] [Stripped Units] from time to timethe Purchase Contracts, that the holder of securities listed below (the Holder) such Holder has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or pay to the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of such the United States by [Treasury Securitiescertified or cashiers check or] [Noteswire transfer, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolioeach case in immediately available funds), as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:_______________________$_________ _______________, as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contracts on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent By:_________________________________ Name: Title:of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units].
Appears in 1 contract
Sources: Purchase Contract Agreement (FPL Group Capital Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Income PRIDES evidenced by this Stripped Units Income PRIDES Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________ _____________________________________________ Signature Signature Guarantee:_________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to REGISTERED HOLDER a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________ _____________________________________________ Name Name ______________________________ _____________________________________________ Address Address ______________________________ _____________________________________________ ______________________________ _____________________________________________ ______________________________ _____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Income PRIDES Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Income PRIDES Certificate representing any Income PRIDES evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the under signed will pay any transfer tax payable incident thereto. Dated:________________________ _____________________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Income PRIDES Certificates are to be registered in the name of and delivered to and Pledged NotesCapital Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ _____________________________________________ Name Name ______________________________ _____________________________________________ Address Address ______________________________ _____________________________________________ ______________________________ _____________________________________________ ______________________________ _____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ Transfer instructions Instructions for Pledged NotesCapital Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF ===================================================================================================== Principal Amount of Amount of Amount of this Global Certificate Signature of autho- decrease in Principal increase in Principal following such de- rized officer of Amount of the Global Amount of the Global crease or Trustee or Securities Date Certificate Certificate increase Custodian ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ===================================================================================================== EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE SIGNATURE REGISTERED, AND NO TRANSFER OF STATED AMOUNT STATED AMOUNT FOLLOWING THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRE SENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 WATE▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ▇▇ THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS RE QUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT THEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No._______ Number of Growth PRIDES_______________, as Collateral Agent c/o ______ Cusip No. Form of Face of Growth PRIDES Certificate This Growth PRIDES Certificate certifies that __________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity is the registered Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES represents (i) a 1/100 undivided beneficial ownership interest, of a Treasury Security Units having a principal amount at maturity equal to $1,000, subject to the Pledge of Hawaiian Electric Industriessuch Treasury Security by such Holder pursuant to the Pledge Agreement, Inc. and (ii) the rights and obligations of the Holder under one Purchase Contract with Kauf▇▇▇ ▇▇▇ Broad Home Corporation, a Delaware corporation (the "Company") We hereby notify you ). All capitalized terms used herein which are defined in accordance with Section 4.1 of the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, dated as the Treasury Securities constituting part of __________each Growth PRIDES evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Growth PRIDES. 105 Each Purchase Contract evidenced hereby obligates the Holder of this Growth PRIDES Certificate to purchase, and the Company, to sell, on _____, among 2001 (the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as "Purchase Contract Agent Settlement Date"), at a price equal to $10 (the "Stated Amount"), a number of shares of Common stock, $2 par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Growth PRIDES of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and as attorney-in-fact more fully described on the reverse hereof. The purchase price for the holders shares of [Normal Units] [Stripped Units] Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from time the Treasury Securities pledged to time, that secure the holder obligations under such Purchase Contract in accordance with the terms of securities listed below the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the Holder"Contract Adjustment Payments") has elected equal to substitute [$_______ aggregate principal amount % per annum of Treasury Securities (CUSIP No. __________)] [$_______ principal amount the Stated Amount, computed on the basis of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest actual number of days elapsed in the Treasury Portfolioa year of 360 day year of twelve 30 day months, as the case may be,] in exchange for , subject to deferral at the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest option of the Company as provided in the Treasury PortfolioPurchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Growth PRIDES Certificate (or a Predecessor Growth PRIDES Certificate) 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 office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the case may Growth PRIDES Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Growth PRIDES Certificate shall not be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with entitled to any benefit under the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration Purchase Contract Agreement or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration be valid or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of obligatory for any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______: ________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as (if assigned to which Early Settlement of the related Purchase Contracts is being elected: another person) If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and addressaddress and (ii) provide Please print name and address of a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERRegistered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ___________________________________________ Name Name ________________________________ ___________________________________________ Address Address ________________________________ ___________________________________________ ________________________________ ___________________________________________ ________________________________ ___________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement upon a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect [Early Settlement] [Cash Merger Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Cash Merger Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________ ___________________________________________ Signature Signature Guarantee: ____________________________ Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or REGISTERED HOLDER Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Treasury Securities are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________ ___________________________________________ Name Name ________________________________ ___________________________________________ Address Address ________________________________ ___________________________________________ ________________________________ ___________________________________________ ________________________________ ___________________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________________ Transfer Instructions for Pledged Treasury Securities Transferable upon [Early Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Treasury Units of this Global Certificate is 0. The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT ======================================================================================================================== Number of Treasury Amount of increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of Treasury Units Treasury Units Certificate authorized signatory evidenced by the evidenced by the following such of Purchase Date Global Certificate Global Certificate decrease or increase Contract Agent _______________, as Collateral Agent c/o _______________ __________________ __________________ Attention:____________________ Telecopy____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT SunTrust Bank The Purchase Contract Agent ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Trust Division Re: [_______ Corporate Units] [_______ Treasury Units] of The Phoenix Companies, Inc., a Delaware corporation (the "COMPANY"). The undersigned Holder hereby notifies you that it has delivered to SunTrust Bank, as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Treasury Securities] in exchange for the [Pledged Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of December 20, 2002 (the "PLEDGE AGREEMENT"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Notes] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units]. Date: --------------------------- ------------------------------------------- Signature Signature Guarantee: ----------------------- Please print name and address of Registered Holder: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes Name Social Security or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolioother Taxpayer Identification Number, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. if any Address __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:________________________ _______________________________________ Name: Title:_______________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER]
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Units Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________: _______________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _________________________________________________Social Security or other Taxpayer Identification _______________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or Debentures Transferable Upon a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Global Signature of Units Units Certificate authorized evidenced by evidenced by following officer of the Global the Global such decrease Agent or Date Certificate Certificate or increase Depositary EXHIBIT B FACE OF AMOUNT OF TREASURY SAILS{SM} CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT _______________A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." NO. RT-1 CUSIP NO. 65473P 70 9 NUMBER OF TREASURY SAILS{SM} 56,000,000 NEW NISOURCE INC. TREASURY STOCK APPRECIATION INCOME LINKED SECURITY{SM} This Treasury Unit Certificate certifies that Cede & Co. is the registered Holder of the number of Treasury Stock Appreciation Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above. Each Treasury Unit consists of (i) a beneficial ownership interest of a Treasury Security Units having a principal amount at maturity equal to $145,600,000, subject to the Pledge of Hawaiian Electric Industriessuch Treasury Security by such Holder pursuant to the Pledge Agreement, Inc. and (ii) the rights and obligations of the Holder under one Purchase Contract with New NiSource Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Certificate which are defined in the Purchase Contract Agreement (as defined on the reverse of this Certificate) We hereby notify you have the meaning set forth in the Purchase Contract Agreement. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced by this Certificate have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Unit. Each Purchase Contract evidenced by this Certificate obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, on November 1, 2004 (the "Purchase Contract Settlement Date"), at a price equal to $2.60 (the "Stated Amount"), a number of common shares, without par value ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event with respect to the Treasury Unit of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse of this Certificate. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced by this Certificate, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by separate cash or by application of the principal amount of the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with Section 4.1 the terms of the Pledge Agreement. REFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, dated as WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of _______________authentication has been executed by the Agent by manual signature, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time this Treasury Unit Certificate shall not be entitled to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with any benefit under the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration Purchase Contract Agreement or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration be valid or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of obligatory for any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------ ----------------------------------------- Signature Signature Guarantee:________________________________ : ----------------------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ ------------------------------ ---------------------------------------- Name Name _______________________________ _______________________________ ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Treasury Units Certificate representing any Stripped Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------ ----------------------------------------- Signature Signature Guarantee: _______________________ -------------------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Treasury Units Certificates are to be registered in the name of and delivered to and Pledged REGISTERED HOLDER Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ ------------------------------ ---------------------------------------- Name Name _______________________________ _______________________________ ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- ------------------------------ ---------------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: -------------- ----------------- ---------------- ---------------- ------------- STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- -------------- ----------------- ---------------- ---------------- ------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________--------------------, as Collateral Agent c/o _______________ _______________ _______________ -------------------- -------------------- Attention:_______________ : Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. National Fuel Gas Company (the "Company") --------------------------------------------------------- We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _____________, 200__, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Corporate Units] [Stripped Treasury Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Corporate Units] [Stripped Treasury Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________: THE BANK OF NEW YORK, ------------------- as Collateral Agent By:_________________________________ : -------------------------------------- Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________: _________________ _________________________________ Signature Signature Guarantee:___________________ Signature Signature Guarantee: ______________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ______________________________ _______________________________ ______________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer or similar tax payable incident thereto. Dated: ____________________ ______________________________________ Signature Signature Guarantee _________________________ (if assigned to another person): Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Treasury Units Certificates are to be registered in the name of and delivered to, and pledged Treasury Securities are to be transferred to, a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________ ___________________________________ Name Name ______________________________ ___________________________________ Address Address ______________________________ ___________________________________ ______________________________ ___________________________________ ______________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: _____________________________________________ Transfer Instructions for pledged Treasury Securities Transferable Upon Early Settlement or a Termination Event: ____________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ 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-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ============================================================================================================== Stated Amount of this Signature Amount of Amount of Global Certificate of authorized decrease in Stated increase in Stated following such officer of Amount of the Global Amount of the Global decrease or Purchase Contract Date Certificate Certificate increase Agent -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- ============================================================================================================== EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________Bank One Trust Company, as Collateral Agent cN.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/o _______________ _______________ _______________ ▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention:_______________ Telecopy: _______________ Corporate Trust Services Division Re: Equity Security Units of Hawaiian Electric Industries, Inc. Duke Energy Corporation (the "Company") We hereby notify you in accordance with Section 4.1 [4.1] [4.2] of the Pledge Agreement, dated as of _____________March __, 2001, (the "Pledge Agreement") among the Company, youyourselves, as Collateral Agent, Custodial Agent and Securities Intermediary, Intermediary and usourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Corporate Units] [Stripped Treasury Units] from time to time, that the holder of securities the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] in exchange for the related an equal Value of [Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be be,] [Pledged Treasury Securities (CUSIP No. __________)Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred Transferred [Treasury Securities] [Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Notes, Treasury Consideration Pledged Senior Notes or the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the appropriate Applicable Ownership Interest in of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Corporate Units] [Stripped Treasury Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Forward Purchase Contract Settlement Date of the Forward Purchase Contracts underlying the number of Stripped Units Upper DECS evidenced by this Stripped Units Upper DECS Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _________________ ________________________________ Signature Signature Guarantee: ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ______________________________ ______________________________ Name Name ______________________________ ______________________________ Address Address ______________________________ ______________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Upper DECS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Forward Purchase Contract Agreement with respect to the Forward Purchase Contracts underlying the number of Upper DECS evidenced by this Upper DECS Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Forward Purchase Contracts underlying Upper DECS with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; 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 Upper DECS, Holders may early settle Upper DECS only in integral multiples of 32,000 Upper DECS or another integral multiple such that the Treasury Securities to be deposited and those to be released are in integral multiples of $1,000. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Upper DECS Certificate representing any Upper DECS evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ ________________________________ Signature Signature Guarantee:Guarantee (if assigned to another person):__________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Forward Purchase Contracts is being elected: If shares of Common Stock or Upper DECS Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ______________________________ Name ______________________________ Address ______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address __________________________________________________REGISTERED HOLDER Please print name and address of Registered Holder: ______________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Name ______________________________ Address ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ____________________________________________Social Security or other Taxpayer Identification Number, if any ____________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Amount of the Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- EXHIBIT B (Form of Face of Stripped DECS Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE FORWARD PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE FORWARD PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH DECREASE OFFICER OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DATE CERTIFICATE CERTIFICATE THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. _______________, as Collateral Agent c/o _________ CUSIP No. Number of Stripped DECS _______ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you ------------------ * To be inserted in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:Global Certificates only.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: ________________________________ ____________________________________ Signature Signature Guarantee:Guarantee ____________________________________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Type A Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units Type A Securities evidenced by this Stripped Units Type A Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Type A Certificate representing any Stripped Units Type A evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Securities Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________ ___ _______________________________________ Signature Signature Guarantee: ___________________________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Type A Certificates are to be registered in the name of and delivered to and Pledged NotesDebt Securities, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, REGISTERED HOLDER are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _______________________________ Address Address _______________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged NotesDebt Securities, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF Amount of Increase Principal Amount of Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In of the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN INCREASE THE NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE SIGNATURE REGISTERED, AND NO TRANSFER OF STATED AMOUNT STATED AMOUNT FOLLOWING THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, as Collateral Agent c/o _CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units Number of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Type B Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is the registered Holder of the number of Type B Securities set forth above. Each Type B Security represents (i) a __/___ undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to $____, as subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with ONEOK, Inc., an Oklahoma corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities evidenced hereby have been pledged to the Collateral Agent By:_____________________Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on ____________ Name: Title:(the "Purchase Contract Settlement Date"), at a price equal to $____ (the "Stated Amount"), a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will be paid by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract evidenced hereby an amount (the "Contract Adjustment Payments") equal to __% per annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day months, as the case may be, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose name this Type B Certificate (or a Predecessor Type B Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Type B Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Type B Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Normal Units evidenced by this Stripped Normal Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option Signature Signature Guarantee: ________________ (If assigned to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holderanother person) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of and delivered to a Person other REGISTERED HOLDER than the undersignedHolder, the undersigned will pay any transfer tax payable incident thereto. Datedplease (i) print such Person's name and address and (ii) Please print name and address of provide a guarantee of your signature: Registered Holder: ________________________________ _____________________________________ Signature Signature Guarantee: Name Name ________________________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _____________________________________ Address Address _______________________________ _____________________________________ _______________________________ Name Name _____________________________________ _______________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. The Senior Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting settlement deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ ________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is being elected: If shares of Common Stock or Normal REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: Please print name and address of Registered Holder: ________________________________ Name ______________________________________ Name ________________________________ Address ______________________________________ Address _______________________________ _______________________________ ______________________________________ _______________________________ ______________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration Senior Notes or the Pledged Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement Settlement] [Cash Merger Early Settlement] or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The initial number of Normal Units evidenced by this Global Certificate is ________. The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT Number of Normal Amount of increase in Amount of decrease in Units evidenced by this Number of Normal Number of Normal Global Certificate Signature of authorized Units evidenced by the Units evidenced by the following such signatory of Purchase Date Global Certificate Global Certificate decrease or increase Contract Agent ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ EXHIBIT B (FORM OF AMOUNT FACE OF STRIPPED UNIT CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE THE NAME OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED CEDE & CO., AS NOMINEE OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR ANOTHER NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT _______________A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, as Collateral Agent c/o ___________EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] No. ____ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount Number of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. Stripped Units:__________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating _ The Hartford Financial Services Group, Inc. Stripped Units This Stripped Units Certificate certifies that the Holder has transferred [Treasury SecuritiesCede & Co.] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:__________________] is the registered Holder of the number of Stripped Units set forth above [For inclusion in Global Certificates only - or such other number of Stripped Units as is reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto], which number shall not exceed ______________ _______________. Each Stripped Unit consists of (i) a 1/20 undivided beneficial ownership interest of a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with The Hartford Financial Services Group, Inc., a Delaware corporation (the "COMPANY"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Stripped Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Stripped Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company, to sell, on August 16, 2006 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $50.00 (the "STATED AMOUNT"), a number of newly issued shares of common stock, par value $0.01 per share ("COMMON STOCK"), of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Cash Merger Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract of the Stripped Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Stripped Units as an acquisition of the Treasury Securities and Purchase Contracts constituting the Stripped Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Treasury Securities. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Stripped Unit evidenced hereby, an amount (the "CONTRACT ADJUSTMENT PAYMENTS") equal to 4.44% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Stripped Units Certificate is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent By:_________________________________ Name: Title:in New York City. If the book-entry system for the Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Stripped Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Sources: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying represented by the number of Stripped Corporate Units evidenced by this Stripped Corporate Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_________________________________ ____________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, REGISTERED HOLDER please (i) print such Person's Please print name and address of name and address and (ii) provide Registered Holder: a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________ Address Address _________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ____________________________________________ _____________________________________ ____________________________________________ _____________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases Name Social Security or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT other Taxpayer Identification Number, if any _____________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts represented by the number of Corporate Units evidenced by this Corporate Units Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other securities deliverable upon such [Early Settlement] [Cash Merger Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Senior Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as Collateral Agent c/o the case may be, deliverable upon such [Early Settlement] [Cash Merger Early Settlement] will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:___________________________ _______________ ____________________ AttentionSignature Signature Guarantee:_______________ Telecopy: ___________________ Re: Equity Security Number of Units of Hawaiian Electric Industries, Inc. (the "Company") We evidenced hereby notify you in accordance with Section 4.1 as to which [Early Settlement] [Cash Merger Early Settlement] of the Pledge Agreement, dated as related Purchase Contracts is being elected: If shares of _______________, among Common Stock or REGISTERED HOLDER Corporate Units Certificates are to be registered in the Company, you, as Collateral Agent, Custodial Agent name of and Securities Intermediary, delivered to and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Pledged Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may are to be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered transferred to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with Person other than the Holder, please print such Person's instructions. Date:name and address: Please print name and address of Registered Holder: _________________________________ _______________, as Collateral Agent By:__________________ Name Name _________________________________ Name: Title:_________________________________ Address Address _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ Social Security or other _________________________________ Taxpayer Identification Number, if any
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Units Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:______________ _____________________________________ Signature Signature Guarantee:_____________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: __________________________________ __________________________________ Name Name __________________________________ __________________________________ Address Address __________________________________ __________________________________ Social Security or other Taxpayer Identification Number, if any _______________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; 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, Holders may early settle Corporate Units only in integral multiples of 20 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Unit Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_________________ ________________________________________ Signature Signature Guarantee:Guarantee (if assigned to another person): _______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF A-18 --------------------------------------- Name --------------------------------------- Address --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- REGISTERED HOLDERHOLDER Please print name and address of Registered Holder: --------------------------------------- Name --------------------------------------- Address --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Social Security or other Taxpayer Identification Number, if any _________________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Global Amount of the Global following such decrease Securities Custodian Date Certificate Certificate or increase Agent ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: ________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_______________________________________________________________________________________________________________ Name: Title:______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ EXHIBIT B (▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGI▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇R PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. ____ CUSIP No. 020039814 Number of Treasury Units _______ ---------------------------- (*) To be inserted in Global Certificates only.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Units Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:________: _______________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP"if assigned to another person) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a REGISTERED HOLDER Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _________________________________________________Social Security or other Taxpayer Identification _______________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or Debentures Transferable Upon a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT Number of Amount of Amount of Units decrease in increase in evidenced by Number of Number of this Global Signature of Units Units Certificate authorized evidenced by evidenced by following officer of the Global the Global such decrease Agent or Date Certificate Certificate or increase Depositary EXHIBIT B FACE OF AMOUNT OF TREASURY SAILS{SM} CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE GLOBAL DECREASE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED THE NAME OF THE GLOBAL DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE GLOBAL SUCH DECREASE OFFICER DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF DATE CERTIFICATE CERTIFICATE A PERSON OTHER THAN THE DEPOSITARY OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGENT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO COLLATERAL AGENT _______________A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric IndustriesEXCHANGE OR PAYMENT, Inc. AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (the AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Corporate Units evidenced by this Stripped Units Corporate Unit Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:: _________________ _________________________________ Signature Signature Guarantee: ___________ (if assigned to another person) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address REGISTERED HOLDER and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: ________________________________ ________________________________ Name Name ________________________________ ________________________________ Address Address ________________________________ ________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Corporate Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof; 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, Holders may early settle Corporate Units only in integral multiples of 20 Corporate Units. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Unit Certificate representing any Corporate Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ _________________________________ Signature Signature Guarantee:Guarantee (if assigned to another person): _________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate Unit Certificates are to be registered in the REGISTERED HOLDER name of and delivered to and pledged Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: ________________________________ Name ________________________________ Address ________________________________ ________________________________ Name Name ________________________________ ________________________________ Address Address ________________________________________________REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Name ________________________________ Address ________________________________ ________________________________ ______ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ ________________________________ Name Name Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer Instructions for pledged Notes, or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: _______________________________ Address Address _______________________________ _______________________________ _______________________________________________________________________________ _______________________________________________________________________________ Social Security _______________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration decreases in this Global Certificate have been made: Signature of authorized Amount of Amount of Stated Amount of this signatory of Purchase decrease in Stated increase in Stated Global Certificate Contract Agent or Amount of the Pledged Applicable Ownership Interest in Global Amount of the Treasury Portfolio, as the case may be, transferable upon Early Settlement Global following such decrease Securities Custodian Date Certificate Certificate or a Termination Event: increase Agent __________________________________________________________________________________________________ __________________________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:_________________________________________________ _______________, as Collateral Agent By:___________________________________________________________________________________ Name: Title:__________________________________________________________________________________________________ __________________________________________________________________________________________________ ▇▇▇▇▇▇▇ ▇ (Form of Face of Treasury Unit Certificate) [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* No. ____ CUSIP No. [ ] Number of Treasury Units _______ ___________________________ *To be inserted in Global Certificates only. [ ]% Treasury Units This Treasury Unit Certificate certifies that __________ is the registered Holder of the number of Treasury Units set forth above. Each Treasury Unit represents (i) a 1/20, or 5%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with ALLTEL Corporation, a Delaware corporation (the "Company", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Treasury Units. The Pledge Agreement provides that all payments of the principal of any Treasury Securities received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of any principal payments with respect to any Treasury Securities that have been released from the Pledge pursuant to the Pledge Agreement, to the Holders of the applicable Treasury Units to the accounts designated by them in writing for such purpose no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day), and (ii) in the case of the principal of any pledged Treasury Securities, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Treasury Units of which such pledged Treasury Securities are a part under the Purchase Contracts forming a part of such Treasury Units. Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Unit Certificate to purchase, and the Company to sell, on May 17, 2005 (the "Purchase Contract Settlement Date"), at a price equal to $50 (the "Stated Amount"), a number of newly issued shares of class A common stock, par value $1.00 ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Treasury Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby an amount (the "Contract Adjustment Payments") equal to .[ ]% per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30 day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. Such Contract Adjustment Payments, if any, shall be payable to the Person in whose name this Treasury Unit Certificate (or a Predecessor Treasury Unit Certificate) 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 at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Treasury Units Register or by wire transfer to the account designated by such Person by prior written notice. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Treasury Unit Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ : ------------------------------- ------------------------------ Signature Signature Guarantee:________________________________ : ----------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- ----------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Treasury Unit Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Treasury Units evidenced by this Stripped Units Treasury Unit Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Treasury Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units Securities then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Treasury Unit Certificate representing any Stripped Treasury Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ ------------------------------- ------------------------------ Signature Signature Guarantee: _______________________ ----------------- Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Number of Units Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Treasury Unit Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Securities are to be transferred to a Person other than the REGISTERED HOLDER Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERPlease print name and address of Registered Holder: _______________________________ _______________________________ ------------------------------------- ----------------------------------- Name Name _______________________________ _______________________________ ------------------------------------- ----------------------------------- Address Address _______________________________ _______________________________ ________________________________________________________________________________ ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- -------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Securities Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Principal Amount Amount of decrease Amount of increase of this Global Signature of in Principal Amount in Principal Amount Certificate authorized officer of the Global of the Global following such of Trustee or Date Certificate Certificate decrease or increase Securities Custodian ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ------------------------ ---------------------- ---------------------- ---------------------- 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------------------------ ---------------------- ---------------------- ---------------------- ---------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT NOTICE TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ SETTLE BY SEPARATE CASH Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ____Re: Securities of FPL Group, Inc. (the "Company") The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.4 of the Purchase Contract Agreement, dated as of ___________, 200__ among the Company, yourselves, as Purchase Contract Agent and as Attorney-in-Fact for the Holders of the Purchase Contracts, that such Holder has elected to pay to the Collateral Agent By:________________________Agent, on or prior to 11:00 a.m. New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, (in lawful money of the United States by [certified or cashiers check or] wire transfer, in each case in immediately available funds), $_________ Name: Title:as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company under the related Purchase Contract on the Purchase Contract Settlement Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holder's election to make such cash settlement with respect to the Purchase Contracts related to such Holder's [Corporate Units] [Treasury Units].
Appears in 1 contract
Sources: Purchase Contract Agreement (FPL Group Capital Inc)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Treasury MEDS Units evidenced by this Stripped Treasury MEDS Units Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______:________________ Number of Units evidenced hereby as (if assigned to which Early Settlement of the related Purchase Contracts is being elected: another person) If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person REGISTERED HOLDER other than the Holder, please (i) print such Person's name and addressaddress Please print name and address of and (ii) provide a guarantee of your Registered Holder: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDERsignature: _____________________________________ ____________________________________ Name Name _____________________________________ ____________________________________ Address Address _____________________________________ ____________________________________ _____________________________________ ____________________________________ _____________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement Securities Transferable Upon or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT AMOUNT OF AMOUNT OF OF THE GLOBAL DECREASE IN INCREASE IN CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT FOLLOWING AUTHORIZED OF THE GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ======================================================================================================================= Number of Treasury Amount of increase in Amount of decrease in MEDS Units Number of Treasury Number of Treasury evidenced by this MEDS Units MEDS Units Global Certificate Signature of authorized evidenced by the evidenced by the following such signatory of Trustee or Date Global Certificate Global Certificate decrease or increase Securities Custodian ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- 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----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM TO PURCHASE CONTRACT AGENT TO COLLATERAL AGENT BNY Midwest Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: [_______ MEDS Units] [_______ Treasury MEDS Units] of ▇▇▇▇▇▇ Financial, Inc., a Delaware corporation (the "Company") and HFI Trust I. The undersigned Holder hereby notifies you that it has delivered to ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [principal] [liquidation] amount of [Preferred Securities] [Subordinated Deferrable Notes] [Treasury Securities] in exchange for the [Pledged Preferred Securities] [Pledged Subordinated Deferrable Notes] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Pledge Agreement, dated as of __________, 2001 (the "Pledge Agreement"; unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein), between you, the Company, the Collateral Agent and the Securities Intermediary. The undersigned Holder has paid all applicable fees relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Pledged Preferred Securities] [Pledged Subordinated Deferrable Notes] [Pledged Treasury Securities] related to such [MEDS Units] [Treasury MEDS Units]. Date: _______________, as Collateral Agent c/o _______________ _______________ ______________________ Attention:Signature Signature Guarantee: ___________________________ TelecopyPlease print name and address of Registered Holder: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ ______________________________________ Name Social Security or other Taxpayer Identification Number, as Collateral Agent By:if any Address _________________________________ Name: Title:_________________________________ _________________________________ _________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] _______________________________
Appears in 1 contract
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Stripped Units Corporate SPUS evidenced by this Stripped Units Corporate SPUS Certificate (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated:_______________________________ _________________________________ Signature Signature Guarantee:________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If shares are to be registered in the REGISTERED HOLDER name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Stripped Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Stripped Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement (after taking into account all Units then held by such Holder) be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Units Certificate representing any Stripped Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ _____________________________________ Signature Signature Guarantee: _______________________ Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Stripped REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: PLEASE PRINT NAME AND ADDRESS OF REGISTERED HOLDER: _______________________________ _______________________________ Name Name _______________________________ _______________________________ Address Address _______________________________ _______________________________ ________________________________________________ Signature Signature Guarantee: ___________________________ (if assigned to another person) If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person's name and address and (ii) provide a guarantee of your signature: REGISTERED HOLDER Please print name and address of Registered Holder: _____________________________________ _____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any ________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Corporate SPUS Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Corporate SPUS evidenced by this Corporate SPUS Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate SPUS Certificate representing any Corporate SPUS evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Shares deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________ ___________________________________ Signature Signature Guarantee: ___________________________ Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Corporate SPUS Certificates are to be registered in the name of and delivered to, and Pledged Shares are to be transferred to, a Person other than the Holder, please print such Person's name and address: REGISTERED HOLDER Please print name and address of Registered Holder: _____________________________________ ____________________________________ Name Name _____________________________________ _____________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _______________________ Transfer instructions Instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Shares Transferable Upon Early Settlement or a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: STATED AMOUNT NUMBER OF AMOUNT OF AMOUNT OF OF THE GLOBAL SPUS DECREASE IN INCREASE IN EVIDENCED BY NUMBER OF NUMBER OF THIS SPUS SPUS GLOBAL EVIDENCED BY EVIDENCED BY CERTIFICATE SIGNATURE OF STATED AMOUNT STATED AMOUNT THE THE FOLLOWING AUTHORIZED OF THE SUCH GLOBAL OF THE GLOBAL SUCH DECREASE OFFICER OF DATE OR CERTIFICATE CERTIFICATE OR INCREASE AGENT ---- ------------- ------------- ------------- ------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT _______________, as Collateral Agent c/o _______________ _______________ _______________ Attention:_______________ TelecopyDATE: _______________ Re: Equity Security Units of Hawaiian Electric Industries, Inc. (the "Company") We hereby notify you in accordance with Section 4.1 of the Pledge Agreement, dated as of _______________, among the Company, you, as Collateral Agent, Custodial Agent and Securities Intermediary, and us, as Purchase Contract Agent and as attorney-in-fact for the holders of [Normal Units] [Stripped Units] from time to time, that the holder of securities listed below (the Holder) has elected to substitute [$_______ aggregate principal amount of Treasury Securities (CUSIP No. __________)] [$_______ principal amount of Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] in exchange for the related [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be [Pledged Treasury Securities (CUSIP No. __________)] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be], and upon the payment by such Holder of any applicable fees, to release the [Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Normal Units] [Stripped Units] to us in accordance with the Holder's instructions. Date:________________________________ _______________, as Collateral Agent By:_________________________________ Name: Title:SIGNATURE OF AUTHORIZED OFFICER OF SECURITIES TRUSTEE OR CUSTODIAN EXHIBIT B FACE OF TREASURY SPUS CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."
Appears in 1 contract
Sources: Purchase Contract Agreement (Dominion Resources Inc /Va/)