SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities evidenced by this Type A Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Type A Securities Normal Units evidenced by this Type A 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 ________ 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 Type A 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 Type A Securities Normal Units evidenced by this Type A Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying 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 Type A Normal Units Certificate representing any Type A 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 Debt Securities Notes, Pledged Treasury Consideration or the appropriate 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 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: ___________________________________________________________ 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer Instructions instructions for Pledged Debt SecuritiesNotes, 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: Amount 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 B FORM OF STRIPPED UNITS CERTIFICATE (Form 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 Legend) [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 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 Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Company or its agent for registration of transfer, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE exchange or payment, and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.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 THEREIN. No. ______________ Number of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is since the registered Holder owner hereof, Cede & Co., has an interest herein.] HAWAIIAN ELECTRIC INDUSTRIES, INC. (Form of the number Face of Type B Securities set forth above. Each Type B Security represents Stripped Units Certificate) (i) a __/___ undivided beneficial ownership interest, of a Treasury Security having a principal amount at maturity equal to [$____, 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, 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 ____________ (the "Purchase Contract Settlement Date"), at a price equal to $____ (the "25] 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
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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Growth Equity Units evidenced by this Type A Growth Equity Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _:_______________________________ ______________________________________ Signature Signature Guarantee ____________________________________ 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 Please print name and address of Person's name and address and (ii) 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 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 Growth Equity Units evidenced by this 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 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 be registered in the name of, and delivered, together with a check in payment for any fractional share and any Growth Equity Units Certificate representing any 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 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 Address ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 GuaranteeREGISTERED HOLDER 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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, 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 Holder: Name ____________________________________ _____________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for Pledged Debt Securities, Notes or the Applicable Ownership Interest of 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: ============================================================================================================== Number of Growth Equity Signature of Amount of Increase Principal increase in Amount of Signature decrease in Units evidenced by this authorized signatory Number of in Principal Amount this Growth Number of Growth Equity Global Authorized Officer Amount Certificate of Decrease In of Purchase Contract Equity Units evidenced Units evidenced by the following such decrease Agent or Securities Date by the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE C INSTRUCTION TO 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 AGENT U. S. Bank Trust National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telecopier No.: (▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER▇▇▇-▇▇▇▇ Re: [_______ Income Equity Units] [_______ Growth Equity Units] of Sempra Energy, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.a California corporation (the "COMPANY"). The undersigned Holder hereby notifies you that it has Transferred to [__________], OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYas Securities Intermediary, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.for credit to the Collateral Account, ANY TRANSFER$______ 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 OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFAGREEMENT"; unless otherwise defined herein, CEDE & CO.terms defined in the Pledge Agreement are used herein as defined therein), HAS AN INTEREST THEREINbetween you, the Company, the Collateral Agent and the Securities Intermediary. NoThe 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: _______________ Number of Type B Securities _________________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that Signature Signature Guarantee:__________ is the registered Holder Please print name and address 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 $Registered Holder: ____, 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, 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 _______________________________ (the "Purchase Contract Settlement Date"), at a price equal to $___________________________________ Name Social Security or other Taxpayer Identification Number, if any Address ___________________________________ ___________________________________ ___________________________________ ___________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (the "Stated Amount"), a number Transfer of shares Collateral upon Occurrence 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.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 Type A Securities Stripped Units evidenced by this Type A 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 ____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 Type A 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 Type A Securities Stripped Units evidenced by this Type A 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 Type A Stripped Units Certificate representing any Type A 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 Debt Treasury 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: _____________________________ 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: _______________________________ 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _______________________________ Address Address _______________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer Instructions instructions for Pledged Debt SecuritiesNotes, 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: 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 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 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 REGISTEREDAGENT TO COLLATERAL AGENT _______________, 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 THEREIN. No. as Collateral Agent c/o _______________ Number _______________ _______________ Attention:_______________ Telecopy: _______________ Re: Equity Security Units of Type B 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:________________________________ 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 $____, 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 as Collateral 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 Agent By:_________________________________ (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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PRIDES evidenced by this Type A Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _______________________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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: _______________________________ __________________________________ _______________________________ __________________________________ 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 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: ___________________________________________________________ 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 Type A Income REGISTERED HOLDER PRIDES Certificates are to be registered regis- tered in the name of and delivered to and Pledged Debt Preferred Securities, or 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: ________________________________________________________________________________ _______________________________________________ __________________________________ _______________________________________________ __________________________________ 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: ------------------------------------------------------------------------------------------ Date Amount of Increase Principal Amount of Principal Signature of decrease in Principal Amount this Global Authorized Officer increase in Amount of Decrease In of Principal Principal this authorized officer Amount of Amount of Global of Trustee the Global the Global Certificate of Trustee or Principal Amount of Securities Certificate Following Certificate following Custodian such Securities Date the Global Certificate Decrease decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Company or its agent for registration of transfer, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE exchange or payment, and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFsince the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST THEREINhas an interest herein. No. ______________ Number of Type B Securities __________Growth PRIDES _________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE Form of Face of Growth PRIDES Certificate This Type B Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Type B Securities Growth PRIDES set forth above. Each Type B Security 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 ONEOKGreen Tree Financial Corporation, Inc., an Oklahoma 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 Type B Securities 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 Type B SecuritiesGrowth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Type B 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 $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 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 Type B Growth PRIDES Certificate (or a Predecessor Type B 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 Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities SPC Units evidenced by this Type A SPC Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _____________________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. [STAMP LEGEND] 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 Holder: _______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address _____________________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _______________________________________ ____________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this 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 SPC Units evidenced by this SPC Units 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 SPC Units Certificate representing any 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 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 Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or SPC Units REGISTERED HOLDER Certificates are to be registered in the name of and delivered to and Pledged 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 _______________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: ________________________________________________________________________________ _____________________________________________ 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: 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 ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREINHEREIN. No. _____ Cusip No. _____ Number of Treasury SPC Units _________ Number of Type B Securities PP&L RESOURCES, INC. TREASURY SPC UNITS This Treasury SPC Units Certificate certifies that ___________________ 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 Treasury SPC Units set forth above. Each Type B Security represents Treasury SPC Unit consists of (i) a __/___ 1/20 undivided beneficial ownership interest, 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 ONEOKPP&L Resources, Inc., an Oklahoma a Pennsylvania corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined below) 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, 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 ____________ (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
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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income Equity Units evidenced by this Type A Income Equity Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________ 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: _____ ____________________________________________________________________________ Signature Signature Guarantee Name Address ____________________________________ (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 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 ________________ ________________________________________________________________________________ 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 Type A 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 Type A Securities Income Equity Units evidenced by this Type A 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 Type A Income Equity Units Certificate representing any Type A 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 Debt Securities Notes or the appropriate Applicable Ownership Interest in 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: ________________________________________________________________________________ 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 Type A 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, 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 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 for Pledged Debt Securities, Notes or the Applicable Ownership Interest of 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: ================================================================================================================ Number of Income Equity Signature of Amount of Increase Principal increase in Amount of Signature decrease in Units evidenced by this authorized signatory Number of in Principal Amount this Income Number of Income Equity Global Authorized Officer Amount Certificate of Decrease In of Purchase Contract Equity Units evidenced Units evidenced by the following such decrease Agent or Securities Date by the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- 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---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- EXHIBIT B (FORM OF FACE OF GROWTH EQUITY UNITS CERTIFICATE) [For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR A ANOTHER NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. HEREIN.] No. ____ CUSIP No. _____________ Number of Type B Securities Growth Equity Units: ______________ SEMPRA ENERGY Growth Equity Units This Growth Equity Units Certificate certifies that __________________ 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 Growth Equity Units set forth aboveabove [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 Type B Security represents Growth Equity Units consists of (i) a __/___ 1/40 undivided beneficial ownership interest, 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 ONEOKSempra Energy, Inc., an Oklahoma a California corporation (the "CompanyCOMPANY"). 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 Type B Securities 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 a portion part of such Type B SecuritiesGrowth Equity Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Growth Equity Units Certificate to purchase, and the Company, to sell, on ____________ May 17, 2005 (the "Purchase Contract Settlement DatePURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $____ 25 (the "Stated AmountSTATED AMOUNT"), a number of newly issued shares of Common stockStock, without par value $0.01 per share, including preferred share purchase rights ("Common StockCOMMON STOCK"), of the Company Company, equal to the Settlement Rate, unless on or prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities 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 will hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementGrowth Equity Unit of which such Purchase Contract is a part. The Company shall pay pay, on each Payment Date Date, in respect of each Purchase Contract forming part of a Growth Equity Unit evidenced hereby hereby, an amount (the "Contract Adjustment PaymentsPURCHASE CONTRACT PAYMENTS") equal to __2.90% per annum year 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 . Such 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 Growth Equity Units Certificate (or a Predecessor Type B 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 Adjustment Payments. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in The City of 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 Type B 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 Type B 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 PCS Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ________________Signature ____________________ Signature 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 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 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:______________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A Corporate Units Certificates are to be registered in the name of and delivered to and Pledged Debt Securitiespledged Notes, or an 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 (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: Name ____________________________ ____________________________ 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, or the 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 [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 Debt Securities, 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 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: 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 (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 A 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDTC, (AND ANY PAYMENT HEREON 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 A OR TO ANY PERSON IS WRONGFUL SINCE INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREINHEREIN. No. ______________ CUSIP NO. 825 061 60 5 Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________ _________ ____________________________________ Signature Signature Guarantee ___________________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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: ________________________________________ ________________________________________ ________________________________________ 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 Type A Corporate REGISTERED HOLDER Units Certificates are to be registered regis- tered in the name of and delivered to to, and Pledged Debt Securitiespledged Senior Notes, or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, REGISTERED HOLDER are to be transferred to 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 Holder: ________________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ______________________________________________________________________ Transfer Instructions for Pledged Debt Securitiespledged Senior 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: ==================================================================================================================================== Amount of Increase Principal Amount of Signature of in Principal Amount this Global Authorized Officer Stated Amount of Decrease In this Signature decrease in Stated increase in Stated Global Certificate of authorized officer Amount of the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global following such decrease of Purchase Contract Date Certificate Decrease Certificate or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A 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 THEREIN. HEREIN.]/1/ No. __________ CUSIP NO. ______ Number of Type B Securities ________Treasury Units ___________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE __________% Treasury Units This Type B Treasury Units Certificate certifies that __________ is the registered Holder of the number of Type B Securities Treasury Units set forth above. Each Type B Security Treasury Units represents (i) a __/___ 1/40, or 2.5 %, undivided beneficial ownership interest, of interest in a Treasury Security having a principal amount at maturity equal to $____1,000, subject to the Pledge ____________________ /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 ONEOKDuke Energy Corporation, Inc., an Oklahoma 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 Type B Securities 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 Type B 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 Type B Treasury Units Certificate to purchase, and the Company, 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 stockStock, no 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 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 will 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 annum of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 360-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 Payments, if any, shall be payable to the Person in whose name this Type B Treasury Units Certificate (or a Predecessor Type B Treasury Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments Payments, if any, will be payable at the office Corporate Trust Office of the Agent in The City of 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 Type B RegisterTreasury 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 Type B 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.
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SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ _____________________________________ Signature Signature Guarantee: ____________ (if assigned to another person) 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 and (ii) provide a guarantee of your signature: ________________________________________________________________________________ Name ________________________________________________________________________________ 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 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 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 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 Unit Certificates are to be registered in the name REGISTERED HOLDER 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 ________________________________________________________________________________ Address ________________________________________________________________________________ ____________________________________ Name Name _____________________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: any____________________________ _________________________________________ Signature Signature GuaranteePlease 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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, 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 Holder: Name ____________________________________ _____________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________________________________________________________ ________________________________________________________________________________ Transfer Instructions for Pledged Debt Securities, or the pledged Treasury Portfolio, as the case may be, 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: Amount of Increase Principal Amount of Stated Amount of this Signature of authorized decrease in Principal Stated increase in Stated Global Certificate signatory of Purchase 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 following such decrease Contract Agent or Date Certificate Decrease Certificate or Increase increase Securities Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 THEREIN. No. Agent ______________ Number of Type B Securities ___________________________________________________________________________________________ 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 $____, 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, 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 ___________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ ________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT [ ], [ ] [ ] Attention: [ ] 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 Settlement DateAgent 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 "), at a price equal Holder") has elected to substitute [$_____ (aggregate principal amount of Treasury Securities] [$_______ aggregate principal amount of Notes or the "Stated Amount"), a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights ("Common Stock"), appropriate Applicable Ownership Interest 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 monthsPortfolio, as the case may be, subject to deferral at ,] in exchange for an equal VALUE of [Pledged Notes or the option appropriate Applicable Ownership Interest of the Company Treasury Portfolio, as provided the case may be,] [Pledged Treasury Securities] held by you 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 accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Notes or the Purchase Contract Agreement 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 be valid 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 obligatory for any purposethe 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _________________________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 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 ___________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Corporate Units evidenced by this Type A 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 Type A Corporate Unit Certificate representing any Type A 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 Debt Securities Notes or the appropriate Applicable Ownership Interest in 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 Type A Corporate Unit Certificates are to be registered in the name of and delivered to and Pledged Debt Securitiespledged Notes, or an 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 (i) print such Person's name and address: Please print name address and address (ii) provide a guarantee of Registered Holderyour signature: ________________________________ Name ________________________________ Address ________________________________ _________________________________________ Name Name ____________________________________ ________________________________ REGISTERED HOLDER Please print name and address of Registered Holder: ________________________________ Name ________________________________ Address ________________________________ _________________________________________ ____________________________________ ________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ 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: _______________________________________________________________________________ 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 Debt Securities, 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 Treasury Portfolio, as Global Amount of the case may be, Transferable Upon Early Settlement Global following such decrease Securities Custodian Date Certificate Certificate or a Termination Event: increase Agent __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ __________________________________________________________________________________________________ ▇▇▇▇▇▇▇ ▇ (Form of Face of Treasury Unit Certificate) [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: 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A 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 THEREIN. HEREIN.]* No. ____ CUSIP No. [ ] Number of Treasury Units _______ ______________ Number of Type B Securities ___________________ Cusip No*To be inserted in Global Certificates only. FORM OF FACE OF TYPE B CERTIFICATE [ ]% Treasury Units This Type B Treasury Unit Certificate certifies that __________ is the registered Holder of the number of Type B Securities Treasury Units set forth above. Each Type B Security Treasury Unit represents (i) a __/___ 1/20, or 5%, undivided beneficial ownership interest, of 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 ONEOKALLTEL Corporation, Inc., an Oklahoma 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 Type B Securities 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 Type B 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 Type B Treasury Unit Certificate to purchase, and the Company, 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 Common class A common stock, par value $0.01 per share, including preferred share purchase rights 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 Type B Securities 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 will 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 annum year of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 360-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 Payments, if any, shall be payable to the Person in whose name this Type B Treasury Unit Certificate (or a Predecessor Type B Treasury Unit Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments Payments, if any, will be payable at the office Corporate Trust Office of the Agent in The City of 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 Type B RegisterTreasury 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Normal Units evidenced by this Type A Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee __________________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 Please print name 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 Type A 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 Type A Securities Normal Units evidenced by this Type A Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying 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 be registered in the name of, and delivered, together with a check in payment for any fractional share and any Type A Normal Units Certificate representing any Type A 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 Debt Trust Preferred Securities or the appropriate Applicable Ownership Interest in the Pledged Treasury PortfolioConsideration, 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 Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Normal REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to to, and Pledged Debt Securities, Trust Preferred Securities or the Pledged Treasury PortfolioConsideration, as the case may be, REGISTERED HOLDER 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 Holder: _____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer Instructions instructions for Pledged Debt Securities, Trust Preferred Securities or the Pledged Treasury PortfolioConsideration, 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: Amount of Increase Principal Stated Amount of increase in the Global Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In Stated Certificate authorized decrease in Stated Amount of the following such signatory Amount of the Global Certificate decrease of Trustee or Principal Amount of Certificate Following such Securities Purchase Date the Global Certificate Decrease or Certificate Increase Custodian Contract Agent ---- ------------------ ----------------------- --------------------- ---------------------- -------------------- ----------- ---------------- -------------- 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 THE 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 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 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▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE exchange or payment, and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.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 THEREIN. No. ______________ Number of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is since 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 $____, 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, 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 ____________ (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 owner 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 Cede & Co., 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 purposean 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PACS evidenced by this Type A Income PACS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __:______________________________ ____________________________________ Signature Signature Guarantee _____________________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 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holdersignature: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ Address Address ____________________________________ _________________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Income PACS evidenced by this Income PACS 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 PACS Certificate representing any 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 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 PACS 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 Please print name and address of name and address: Registered 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: _______________________________________________________________________________ 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 Debt Securities, 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 Treasury Portfolio, as Global Certificate 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________________ Cusip _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ 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. FORM OF FACE OF TYPE B CERTIFICATE ____ CUSIP No._____________ Number of Growth PACS:___________ THE WILLIAMS COMPANIES, INC. Growth PA▇▇ This Type B Growth PACS Certificate certifies that __________________ is the registered Holder of the number of Type B Securities Growth PACS set forth above. Each Type B Security represents Growth PACS consists of (i) a __/___ [1/40] undivided beneficial ownership interest, 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 ONEOKThe Williams Companies, Inc., an Oklahoma a Delaware corporation (the "Company"). All capitalized ▇▇▇ ▇▇▇▇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 Type B Securities 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 a portion part of such Type B SecuritiesGrowth PACS. Each Purchase Contract evidenced hereby obligates the Holder of this Type B 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 stockStock, par value $0.01 per share, including preferred share purchase rights 1.00 ("Common Stock"), of the Company Company, equal to the Settlement Rate, unless on or prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities 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 will hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementGrowth PACS of which such Purchase Contract is a part. The Company shall pay pay, on each Payment Date Date, in respect of each Purchase Contract forming part of a Growth PACS evidenced hereby hereby, an amount (the "Purchase Contract Adjustment Payments") equal to ___% per annum year 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 . Such 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 Growth PACS Certificate (or a Predecessor Type B 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 Adjustment Payments. The Purchase Contract Payments will be payable at the office of the Purchase Contract Agent in The City of 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 Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _______________________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 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 your signature: Please print name and address of your signature: 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 Type A 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 Type A Securities Corporate Units evidenced by this Type A 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 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 Type A Corporate Units Certificate representing any Type A 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 Senior Notes or the appropriate Applicable Ownership Interest Interests in the Treasury 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: ___________________________________________________________ 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 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 Type A Corporate Units REGISTERED HOLDER Certificates are to be registered in the name of and delivered to and Pledged Debt Securities, Senior Notes or the Applicable Ownership Interests 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 Holder: _______________________________ Name __________________________________ Name _______________________________ Address __________________________________ _______________________________ Address _______________________________ __________________________________ _______________________________ __________________________________ _________________________________________ Name Name Social Security or other Taxpayer Identification Number, if any ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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
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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A 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 REGISTERED HOLDER 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 Guarantee: _____________________ Name Name Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security 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 and (ii) provide a guarantee of your signature: REGISTERED HOLDER ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.A‑17 DB1/ 116094647.1
Appears in 1 contract
Sources: Purchase Contract Agreement (Florida Power & Light Co)
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 Type A Securities Normal Units evidenced by this Type A 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) 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, REGISTERED HOLDER 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 Transfer Instructions ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying 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 Normal Units Certificate representing any 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 Debt SecuritiesNotes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, Transferable Upon 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 Normal Units REGISTERED HOLDER 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: Amount STATED AMOUNT OF THE AMOUNT OF DECREASE GLOBAL CERTIFICATE IN STATED AMOUNT OF AMOUNT OF INCREASE IN FOLLOWING SIGNATURE OF THE GLOBAL STATED AMOUNT OF THE SUCH DECREASE AUTHORIZED OFFICER OF DATE CERTIFICATE GLOBAL CERTIFICATE OR INCREASE AGENT ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- ----------------------- ------------------- --------------------- -------------------- --------------------- EXHIBIT B FORM OF STRIPPED UNITS CERTIFICATE (Form 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 Legend) [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 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 Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Company or its agent for registration of transfer, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE exchange or payment, and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFsince the registered owner hereof, CEDE Cede & COCo., has an interest herein., HAS AN INTEREST THEREIN. No. _________] PINNACLE WEST CAPITAL CORPORATION (Form of Face of Stripped Units Certificate) ($_____ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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
Sources: Purchase Contract Agreement (Pinnacle West Capital Corp)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ ------------------------------- -------------------------------- Signature Signature Guarantee ____________________________________ 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 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: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate PIES evidenced by this Type A Corporate PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ __________ ____________________________________ Signature Signature Guarantee _________________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 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 Type A 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 Type A Securities Corporate PIES evidenced by this Type A 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 Type A Corporate PIES Certificate representing any Type A 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 Debt Securities or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, 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: ___________________________________________________________ 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 Type A Corporate REGISTERED HOLDER PIES Certificates are to be registered in the name of and delivered to to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, REGISTERED HOLDER 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 Holder: _____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, 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: 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 ------------------ ----------------------- --------------------- ---------------------- -------------------- NUMBER OF AMOUNT OF AMOUNT OF PIES DECREASE IN INCREASE IN EVIDENCED BY NUMBER OF NUMBER OF THIS SIGNATURE OF PIES PIES GLOBAL AUTHORIZED EVIDENCED BY EVIDENCED BY CERTIFICATE OFFICER OF THE THE FOLLOWING SUCH TRUSTEE OR GLOBAL GLOBAL DECREASE OR SECURITIES DATE CERTIFICATE CERTIFICATE INCREASE CUSTODIAN -------------------------------------------------------------------------------- EXHIBIT B FACE OF TREASURY PIES CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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 HEREIN."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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying represented by the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: :_________________________________ ____________________________________ Signature Signature Guarantee 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, 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: _________________________________ (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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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 Name Social Security or decreases in this Global Certificate have been made: 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 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 REGISTEREDother Taxpayer Identification Number, 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 THEREIN. No. if any ______________ Number of Type B Securities ________________________ Cusip NoELECTION 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. FORM OF FACE OF TYPE B CERTIFICATE This Type B 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 certifies that 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 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:__________ 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 $____, 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, 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 ______________ (the "Purchase Contract Settlement Date"), at a price equal to $__________________________________ (the "Stated Amount"), a number Signature Signature Guarantee:_________________________________ Number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights ("Common Stock"), Units evidenced hereby as to which [Early Settlement] [Cash Merger Early Settlement] of the Company equal to the Settlement Rate, unless on or prior to the related 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 Contracts is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price for the being elected: If shares of Common Stock purchased pursuant or REGISTERED HOLDER Corporate Units Certificates are to each Purchase Contract evidenced hereby will be paid by application registered in the name of and delivered to and Pledged Senior Notes or the Proceeds from Applicable Ownership Interests in 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 monthsPortfolio, as the case may be, subject are to deferral at be transferred to a Person other than the option of the Company as provided in the Purchase Contract Agreement Holder, please print such Person's name and more fully described on the reverse hereof. Such Contract Adjustment Payments shall be payable to the Person in whose address: Please print 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 and 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 hereofRegistered Holder: _________________________________ _________________________________ Name Name _________________________________ _________________________________ Address Address _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ Social Security or other _________________________________ Taxpayer Identification Number, 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.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 [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ ----------------- --------------------------------- Signature Signature Guarantee ____________________________________ 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 REGISTERED HOLDER 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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"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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, a REGISTERED HOLDER are to be transferred to a Person other than the Holder, please (i) print such Person's name and address: address and (ii) provide Please print name and address of a guarantee of your signature: Registered Holder: ________________________________ _____ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________ ___________________________________________ ________________________________ ___________________________________________ ________________________________ ___________________________________________ 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: ________________________________________________________________________________ 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: ======================================================================================================================== Number of Treasury Amount of Increase Principal increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of in Principal Amount this Global Authorized Officer Amount Treasury Units Treasury Units Certificate authorized signatory evidenced by the evidenced by the following such of Decrease In of the Purchase Date Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 THEREIN. No. increase Contract Agent ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ ______________________ __________________ __________________ ____________________ ____________________ 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 "Purchase Contract Settlement DateCOMPANY"). The undersigned Holder hereby notifies you that it has delivered to SunTrust Bank, at a price equal as Securities Intermediary, for credit to the Collateral Account, $______ (aggregate principal amount of [Notes] [Treasury Securities] in exchange for 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 [Pledged Notes] [Pledged Treasury Securities] held 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 Collateral Account, in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect , dated as of each Purchase Contract evidenced hereby an amount December 20, 2002 (the "Contract Adjustment PaymentsPLEDGE AGREEMENT") equal to __% per annum of the Stated Amount; unless otherwise defined herein, 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 terms defined in the Purchase Contract Pledge 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 orare used herein as defined therein), at the option of between you, the Company, by check mailed 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 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 hereofRegistered Holder: _______________________________________ Name Social Security or other Taxpayer Identification Number, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate any Address _______________________________________ _______________________________________ _______________________________________ _______________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer 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.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 PCS Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, REGISTERED HOLDER 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 Holder: ____Name ________________________________ _________________________________________ Name Name ____Address ________________________________ _________________________________________ ____________________________________ ________________________________ REGISTERED HOLDER _____________________________ Social Security or other Taxpayer Identification Number, if any Please print name and address of Registered Holder: Name ______________________________ ______________________________ Address ______________________________ ______________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________________________ ______ ____________________________________ Signature Signature Guarantee _________________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 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 Holder: _____________________________________________________ ____________________________________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address _____________________________________________________ ____________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: ____________________________________________________________ _____________________________________________________ ____________________________________________________________ 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 Type A Treasury Units Certificates are to be registered in the name of and delivered to to, and Pledged Debt Securities, or the pledged Treasury Portfolio, as the case may be, REGISTERED HOLDER Securities are to be transferred to 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 Holder: _____________________________________________________ _____________________________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: ________________________________________________________________________________ _____________________________________________________ _____________________________________________________________ _____________________________________________________ _____________________________________________________________ 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 of Increase Principal this Signature Amount of Signature of decrease in Principal Amount this Global Authorized Officer Amount of Decrease In of the increase in Global Certificate of Trustee or Principal authorized officer Stated Amount of Certificate Following the Stated Amount of the following such Securities of Purchase Contract Date the Global Certificate Decrease Global Certificate decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- increase Agent ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- ============================================================================================================================= EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE 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 REGISTEREDAGENT TO COLLATERAL AGENT Bank One Trust Company, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTEREDN.A. One North State Street, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF9th Floor Chicago, 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 Illinois 60602 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇: Equity Units of Duke Energy Corporation (the "Company") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERWe hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.dated as of November 19, OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY2001, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.(the "Pledge Agreement") among the Company, ANY TRANSFERyourselves, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFas Collateral Agent, CEDE & CO.Custodial Agent and Securities Intermediary and ourselves, HAS AN INTEREST THEREIN. No. as Purchase Contract Agent and as attorney-in-fact for the holders of [Corporate Units, Series B] [Treasury Units, Series B] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_______ aggregate principal amount of Treasury Securities] [$________ Number aggregate principal amount of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that __________ is Senior Notes or the registered Holder appropriate Applicable Ownership Interest 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 $____, 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, 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 ____________ (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 monthsPortfolio, as the case may be, subject to deferral at ,] in exchange for an equal Value of [Pledged Senior Notes or the option appropriate Applicable Ownership Interest of the Company Treasury Portfolio, as provided the case may be,] [Pledged Treasury Securities] held by you 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 accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Senior Notes or the Purchase Contract Agreement 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 Senior Notes or be valid 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 [Senior Notes or obligatory for any purposethe appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Treasury Securities] related to such [Corporate Units, Series B] [Treasury Units, Series B] 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 [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PRIDES evidenced by this Type A Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________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 REGISTERED HOLDER 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 _____________________________________ ______________________________________ ______________________________________ ______________________________________ ____________________________________ Address Address ___________________________________________ ______________________________________ Social Security or other Taxpayer Identification Number, if any ____________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Income PRIDES evidenced by this Type A 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 Type A Income PRIDES Certificate representing any Type A 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 Type A Income PRIDES Certificates are to be registered in the name of and delivered to and REGISTERED HOLDER Pledged Debt Securities, or 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities _________________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that Social Security or other Taxpayer Identification Number, if any __________ 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 $____, 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, 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 _________________________ (the "Purchase Contract Settlement Date")Transfer Instructions for Pledged Debt Securities, 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 monthsPortfolio, 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 (Transferable Upon Early Settlement 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.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 Type A Securities Stripped Units evidenced by this Type A Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 ________________________________________________________________________________ Signature Signature Guarantee: 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: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REGISTERED HOLDER Please print name and address of Registered Holder: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any B-11 95 ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Stripped Units evidenced by this Type A 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 be registered in the name of, and delivered, together with a check in payment for any fractional share and any Type A Stripped Units Certificate representing any Type A 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 Debt Treasury 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 Type A Stripped Units 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, REGISTERED HOLDER 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 Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ -------------------------------------------------------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.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 Share Purchase Contract Settlement Date of the Share Purchase Contracts underlying the number of Type A Securities Share Purchase Units evidenced by this Type A Share Purchase Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ___________ ______________________ ____________________________________ Signature Signature Guarantee ____________________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 Holder: _______________________________________ _______________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ Social Security or other Taxpayer Identification Number, if any __________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Share Purchase Units evidenced by this Type A 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 Type A Share Purchase Unit Certificate representing any Type A 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 appropriate 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 Type A Share Purchase Unit Certificates are to be registered in the name of and delivered to to, and Pledged Debt Securities, or the Treasury Portfolio, REGISTERED HOLDER as the case may be, REGISTERED HOLDER 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 Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or a Termination Event: Name Name ________________________________________________________________________________ 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: -------------------------------------------------------------------------------- Date Amount of Increase Principal Amount of Principal Signature of decrease in Principal Amount this Global Authorized Officer increase in Amount of Decrease In this authorized Principal Principal Global officer of Amount of the Global Amount of the Certificate of Trustee or Principal Amount of Certificate Following Global Global following such Securities Date the Global Certificate Decrease Certificate decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- EXHIBIT B increase -------------------------------------------------------------------------------- ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ▇-▇▇ ▇▇▇▇▇▇▇ ▇ 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 A 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 THEREINHEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (the "Purchase Contract Settlement Date"), at a price equal to $Number of Treasury Units ___________________ (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 purposeFIRSTENERGY 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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"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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, a REGISTERED HOLDER are to be transferred to a Person other than the Holder, please (i) print such Person's name and address: address and (ii) provide a Please print name and address of guarantee of your signature: Registered Holder: ____________________________________ __________________________________________ Name Name ____________________________________ __________________________________________ Address Address ____________________________________ __________________________________________ ____________________________________ __________________________________________ Address Address _______________________________________ __________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer Instructions __________________________________________ 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 underlying 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 Debt Securities, Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, Transferable Upon 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: If shares of Common Stock or Corporate REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged 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 for Pledged Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, 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 Corporate Units of this Global Certificate is 6,000,000. The following increases or decreases in this Global Certificate have been made: Number of Corporate Amount of Increase Principal increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of in Principal Amount this Global Authorized Officer Amount Corporate Units Corporate Units Certificate authorized signatory evidenced by the evidenced by the following such of Decrease In of the Purchase Contract Date Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease decrease or Increase Custodian ------------------ ----------------------- --------------------- increase Agent ------------------------ ---------------------- -------------------- 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 THEREIN. No. ---------------------- ---------------------- ---------------------- ______________ Number of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ________________________ ______________________ ______________________ ______________________ ______________________ ▇▇▇▇▇▇▇ ▇ (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: 0 The Phoenix Companies, Inc. Treasury Units This Treasury Units Certificate certifies that [Cede & Co.] [__________________] is the registered Holder of the number of Type B Securities Treasury Units set forth aboveabove [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 Type B Security represents Treasury Unit consists of (i) a __/___ 1/40 undivided beneficial ownership interest, 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 ONEOKThe Phoenix Companies, Inc., an Oklahoma a Delaware corporation (the "CompanyCOMPANY"). 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 Type B Securities 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 part of such Type B SecuritiesTreasury Unit. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Treasury Units Certificate to purchase, and the Company, to sell, on ____________ February 16, 2006 (the "Purchase Contract Settlement DatePURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $____ 25.00 (the "Stated AmountSTATED AMOUNT"), a number of newly issued shares of Common common stock, par value $0.01 per share, including preferred share purchase rights ("Common StockCOMMON STOCK"), of the Company Company, equal to the Settlement Rate, unless on or prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event Event, an Early Settlement or an a Cash Merger Early Settlement with respect to the Type B Securities of which such Purchase Contract is a partContract, 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 will hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of the Proceeds proceeds from the Treasury Securities at maturity pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementTreasury 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 pay, on each Payment Date Date, in respect of each Purchase Contract forming part of a Treasury Unit evidenced hereby hereby, an amount (the "Contract Adjustment PaymentsCONTRACT ADJUSTMENT PAYMENTS") equal to __0.65% per annum year 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 Treasury Units Certificate (or a Predecessor Type B 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 The City of New York orCity. 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 such address it appears on the Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _________________ ___________________________________________ Signature Signature Guarantee: ___________________ (if assigned to another person) 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 and (ii) provide a guarantee of your signature: _______________________________________________________________________________ Name _______________________________________________________________________________ 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 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 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 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 Unit Certificates are to be registered in the name REGISTERED HOLDER 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 _______________________________________________________________________________ Address _______________________________________________________________________________ ____________________________________ Name Name ____________________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 GuaranteePlease 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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, 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 Holder: Name ____________________________________ ____________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address _______________________________________________________________________________ _______________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any _______________________________________________________________________________ Transfer Instructions for Pledged Debt Securities, or the pledged Treasury Portfolio, as the case may be, 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: 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 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 THEREIN. No. ______________ Number of Type B Securities _______________________________ 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 $____, 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, 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 ______________________________________________________________________________________________________________ (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_________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT Wachovia Bank, computed on the basis of the actual number of days elapsed in a year of 360 day year of twelve 30 day monthsNational Association 5847 San Felipe, as the case may beSuite 1050 Houston, 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.Texas 77057 Attention: 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities MEDS Units evidenced by this Type A MEDS Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________________________ (if assigned to another person) 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 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 ______________________________________ _______:_____________________________ _____________________________________ 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 Please print name and address name and address and (ii) of Registered Holder: provide a guarantee of your signature: ___________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ___________________________________ _____________________________________ ___________________________________ _____________________________________ ___________________________________ _____________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________ Transfer Instructions for Pledged Debt Securities, Preferred Securities or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, Transferable Upon Early Settlement or transferable upon a Termination Event: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: ============================================================================================================================ Number of MEDS Amount of Increase Principal increase in Amount of decrease in Units evidenced by Number of MEDS Number of MEDS this Global Certificate Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In of authorized Units evidenced by the Global Certificate Units evidenced by the following such signatory of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease Global Certificate decrease or Increase increase Securities Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- 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---------------------------------------------------------------------------------------------------------------------------- EXHIBIT B FACE OF TREASURY MEDS CERTIFICATE [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREINHEREIN.] No. ____ CUSIP No. ______________ Number of Type B Securities Treasury MEDS Units:___________ ▇▇▇▇▇▇ FINANCIAL, INC. HFI TRUST I TREASURY MEDS UNITS This Treasury MEDS Units Certificate certifies that __________________ 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 Treasury MEDS Units set forth above. Each Type B Security represents Treasury MEDS Unit consists of (i) a __/___ 1/40 undivided beneficial ownership interest, 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 ONEOK▇▇▇▇▇▇ Financial, Inc., an Oklahoma 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 Type B Securities 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 Type B Securities. Each Purchase Contract evidenced hereby obligates the Holder of this Type B Certificate to purchase, and the Company, to sell, on ____________ (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 Type A Securities Corporate Units evidenced by this Type A 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) 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 name REGISTERED HOLDER 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 Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Corporate Units evidenced by this Type A 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. 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 Type A Corporate Units Certificate representing any Type A 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 Debt Securities Notes, Pledged Treasury Consideration or the appropriate 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: ___________________________________________________________ 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 Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Corporate Units Certificates are to be registered in the name of and delivered to and REGISTERED HOLDER Pledged Debt SecuritiesNotes, 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 ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer Instructions instructions for Pledged Debt SecuritiesNotes, 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: Amount -------------- ----------------- ---------------- ---------------- ------------- 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 B FORM OF TREASURY UNITS CERTIFICATE (Form 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 Legend) [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 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 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▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERor payment, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFsince the registered owner hereof, CEDE Cede & COCo., has an interest herein., HAS AN INTEREST THEREIN. ] NATIONAL FUEL GAS COMPANY (Form of Face of Treasury Units Certificate) ([$25] Stated Amount) No. .______ CUSIP No. _________ Number of Type B Securities ______________Treasury Units_____ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Treasury Units Certificate certifies that __________ is the registered Holder of the number of Type B Securities Treasury Units set forth above. Each Type B Security Treasury Unit represents (i) a __/___ [1/40] undivided beneficial ownership interest, of interest in a Treasury Security having a principal amount at maturity equal to $____Security, subject to the Pledge of such interest in such Treasury Security by such the Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with ONEOKNational Fuel Gas Company, Inc., an Oklahoma a New Jersey corporation (the "Company"). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Securities Security constituting part of each Type B Securities Treasury Unit evidenced hereby have has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion part of such Type B SecuritiesTreasury Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Type B Treasury Units Certificate to purchase, and the Company, Company to sell, on __________, 200__ (the "Stock Purchase Contract Settlement Date"), at a price equal to [$____ 25] (the "Stated Amount"), a number of newly issued shares of Common stockStock, $1.00 par value $0.01 per share, including preferred share purchase rights ("Common Stock"), of the Company Company, equal to the Settlement Rate, unless on or prior to the Stock Purchase Contract Settlement Date Date, there shall have occurred a Termination Event or an Early Settlement with respect to the Type B Securities 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 Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Proceeds from 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 ______% per annum year of the Stated Amount, computed on the basis of the actual number of days elapsed in a year of 360 360-day year of twelve 30 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 hereofhereof (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 Type B Treasury Units Certificate (or a Predecessor Type B 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 Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate (after taking into account all 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 ____________________________________ (if assigned to another person) 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 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 Holder: ______________________________________ ____________________________________ ------------------------------------- ----------------------------------- Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address Address ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.any
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 Purchase Contract Settlement Date of the Purchase Contracts underlying relating to the number of Type A Securities Treasury PIES evidenced by this Type A Treasury PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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"insert name) 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: (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: 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINEDother taxpayer identification number, if any) 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 THEREIN. No. ______________ Number of Type B Securities ___________________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE This Type B Certificate certifies that 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: __________ 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 $____, 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, 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 ___________________________________________________________________ (the "Purchase Contract Settlement Date"), at a price equal to $insert name ________________________________________________________________________________ (insert address) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (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 "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 option to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an effect 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 with respect to the Person 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 whose the name this Type B of, and delivered, together with a check in payment for any fractional share and any Treasury PIES Certificate (or a Predecessor Type B Certificate) representing any Treasury PIES evidenced hereby as to which Early Settlement of the related Purchase Contracts is registered not effected, to the undersigned at the close of business on the Record Date for address indicated below unless a different name and address have been indicated below. Pledged Treasury Securities deliverable upon such Payment Date. Contract Adjustment Payments Early Settlement will be payable at transferred in accordance with 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 transfer instructions set forth on below. If shares are to be registered in the reverse hereofname of a Person other than the undersigned, 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 undersigned agrees to pay any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purposetransfer 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 Purchase Contract Settlement Date of the Purchase Contracts underlying relating to the number of Type A Securities Treasury Units evidenced by this Type A Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to 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 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 name REGISTERED HOLDER 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 ------------------------------------------------------------------------------- (insert name and address of Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security ------------------------------------------------------------------------------- (insert address) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (insert social security or other Taxpayer Identification Numbertaxpayer identification number, if any any) ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Treasury Units evidenced by this Type A Treasury 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 Type A Treasury Unit Certificate representing any Type A 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 Debt Treasury 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 agrees to pay any transfer tax payable incident thereto. ---------------------------------- Signature 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 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 Type A Treasury Unit Certificates are to be registered in the name of and delivered to to, and Pledged Debt Securities, or the Treasury Portfolio, as the case may be, REGISTERED HOLDER 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 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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"any). 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury MEDS Units evidenced by this Type A Treasury MEDS Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee ____________________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 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 signature: Please print name and address of Registered Holder: _signature: _____________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ _Address Address _____________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 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 for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, 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: ======================================================================================================================= Number of Treasury Amount of Increase Principal 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 in Principal Amount this Global Authorized Officer Amount of Decrease In of authorized evidenced by the Global Certificate evidenced by the following such signatory of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease Global Certificate decrease or Increase increase Securities Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE C INSTRUCTION TO 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 AGENT BNY Midwest Trust Company ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: [_______ MEDS Units] [_______ Treasury MEDS Units] of ▇▇▇▇▇▇ Financial, Inc., a Delaware corporation (the "Company") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERand HFI Trust I. The undersigned Holder hereby notifies you that it has delivered to ▇▇▇▇▇ Fargo Bank Minnesota, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.N.A., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYas Securities Intermediary, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.for credit to the Collateral Account, ANY TRANSFER$______ 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, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFin accordance with the Pledge Agreement, CEDE & CO.dated as of __________, HAS AN INTEREST THEREIN2001 (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. NoThe 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: ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 _______________________ (the "Purchase Contract Settlement Date"), at a price equal to $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 (the "Stated Amount"), a number Transfer of shares Collateral upon Occurrence 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"Event) equal to [HOLDER] __% 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _________________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 REGISTERED HOLDER 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 ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate (after taking into account all 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 ________________________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 REGISTERED HOLDER 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PRIDES evidenced by this Type A Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _____________:___________________ ____________________________________ Signature Signature Guarantee ____________ 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: 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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A REGISTERED HOLDER Income PRIDES Certificates are to be registered in the name of and delivered to and Pledged Debt Capital Securities, or 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 Holder: ______________________________ _______ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ______________________________ _____________________________________________ ______________________________ _____________________________________________ ______________________________ _____________________________________________ Social Security or other Taxpayer Identification Number, if any _____________________________________________ Transfer Instructions for Pledged Debt Capital 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: Amount of Increase ===================================================================================================== 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 this Global Authorized Officer Amount of Decrease In of the Global Certificate Amount of the Global crease or Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase Certificate increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- ===================================================================================================== 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 REPRE SENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇WATE▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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 RE QUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT HEREON THEREON 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 THEREIN. No. _______._______ Number of Type B Securities ___________Growth PRIDES________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE Form of Face of Growth PRIDES Certificate This Type B Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Type B Securities Growth PRIDES set forth above. Each Type B Security 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 ONEOKKauf▇▇▇ ▇▇▇ Broad Home Corporation, Inc., an Oklahoma 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 Type B Securities 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 Type B SecuritiesGrowth PRIDES. 105 Each Purchase Contract evidenced hereby obligates the Holder of this Type B Growth PRIDES Certificate to purchase, and the Company, to sell, on ____________ , 2001 (the "Purchase Contract Settlement Date"), at a price equal to $____ 10 (the "Stated Amount"), a number of shares of Common stock, $2 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 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 Payments, if any, shall be payable to the Person in whose name this Type B Growth PRIDES Certificate (or a Predecessor Type B Growth PRIDES Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments 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 Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate (after taking into account all 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 ____________________________________ (if assigned to another person) 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 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 Holder: ______________________________________ ____________________________________ ------------------------------------- -------------------------------------- Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- Address Address ________________________________________________________________________________ ------------------------------------- -------------------------------------- Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.any
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 Purchase Contract Settlement Date of the Purchase Contracts underlying represented by the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ____________________________ ___________________________________ Signature Signature Guarantee: ______________ (if assigned to another person) If shares are to be registered in the 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: ______________________________________ ___________________________________ Name Name ______________________________________ ___________________________________ Address Address ______________________________________ ___________________________________ ______________________________________ Signature Signature Guarantee ___________________________________ ______________________________________ (___________________________________ Social Security or other Taxpayer Identification Number, if assigned any ___________________________________ ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option 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 effect [Early Settlement] [Cash Merger Early Settlement following a Cash Merger] in accordance with the Securities Exchange Act terms of 1934the 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 amendedthe 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: _____________________________ __________________________________ 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 Corporate REGISTERED HOLDER Units Certificates are to be registered in the name of and delivered to and Pledged 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 (i) print such Person's name and address and (ii) provide a guarantee of your signatureaddress: Please print name and address of Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ Address Address ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ____________________________________________Social Security or other Taxpayer Identification Number, if any ____________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A Certificate specified below. The undersigned Holder directs that a certificate Transfer Instructions 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 Type A Certificate representing any 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 Senior Notes or the appropriate Applicable Ownership Interest Interests in the Treasury Portfolio, as the case may be, deliverable transferable 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 Settlement] [Cash Merger Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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 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 Corporate Amount of Increase Principal increase in Amount of decrease in Units evidenced by this Number of Corporate Number of Corporate Global Certificate Signature of in Principal Amount this Global Authorized Officer Amount authorized Units evidenced by the Units evidenced by the following such signatory of Decrease In of the Purchase Date Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease decrease or Increase Custodian ------------------ increase Contract Agent ---------------------- ---------------------- ---------------------- ----------------------- --------------------- ----------------------- ---------------------- -------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- ---------------------- ---------------------- ---------------------- ----------------------- ----------------------- EXHIBIT B (FORM OF 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), THE DEPOSITARY OR A ANOTHER NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 purposeHEREIN.]
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 Purchase Contract Settlement Date of the Purchase Contracts underlying relating to the number of Type A Securities Treasury Units evidenced by this Type A Treasury Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will agrees to 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 (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. Number of Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: ------------------------ If shares of Common Stock or Type A 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, REGISTERED HOLDER 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 of Registered Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, subject to the Pledge of such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations provide a guarantee of the Holder under one Purchase Contract with ONEOKyour signature: -------------------------------------------------------------------------------- (insert name) -------------------------------------------------------------------------------- (insert address) -------------------------------------------------------------------------------- (insert social security or other taxpayer identification number, 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, 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 if any) ELECTION TO SETTLE EARLY The undersigned Holder of this Type B Treasury Unit Certificate hereby irrevocably exercises the option to purchase, and the Company, to sell, on ____________ (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 effect 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 Settlementin 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 with respect to the Person Purchase Contracts relating to the number of Treasury Units evidenced by this Treasury Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlementbe registered in whose the name this Type B of, and delivered, together with a check in payment for any fractional share and any Treasury Unit Certificate (or a Predecessor Type B Certificate) representing any Treasury Units evidenced hereby as to which Early Settlementof the related Purchase Contracts is registered not effected, to the undersigned at the close of business on address indicated below unless a different name and address have been indicated below. Pledged Debt Securities deliverable upon such Early Settlementwill be transferred in accordance with 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 transfer instructions set forth on below. If shares are to be registered in the reverse hereofname of a Person other than the undersigned, 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 undersigned agrees to pay any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purposetransfer tax payable incident thereto.
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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PRIDES evidenced by this Type A Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ --------------------------------- --------------------------------------- Signature Signature Guarantee ______________________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 REGISTERED HOLDER 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Income PRIDES evidenced by this Type A Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee __________________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 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 _____________________________ ____________________________________ _____________________________ ____________________________________ _____________________________ ____________________________________ Address Address ____________________________________________Social Security or other Taxpayer Identification Number, if any ____________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Income PRIDES evidenced by this Type A 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 Type A Income PRIDES Certificate representing any Type A 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 Preferred Securities or the appropriate Applicable Ownership Interest in 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: ________________________________________:___________________ 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 Type A Income REGISTERED HOLDER PRIDES Certificates are to be registered regis- tered in the name of and delivered to and Pledged Debt Preferred Securities, or 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address _____________________________ _______________________________ _____________________________ _______________________________ _____________________________ _______________________________ Social Security or other Taxpayer Identification Number, if any _______________________________ Transfer Instructions for Pledged Debt 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: Amount of Increase 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 this Global Authorized Officer Amount of Decrease In of the Global Certificate Amount of the Global or Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease or Increase Certificate increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 Unless this Certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the Company or its agent for registration of transfer, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE exchange or payment, and any Certificate issued is registered in the name of Cede & CO.Co., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYor such other name as requested by an authorized representative of The Depository Trust Company, AND ANY PAYMENT HEREON IS MADE TO CEDE and any payment hereon is made to Cede & CO.Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFsince the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST THEREINhas an interest herein. No. _._____________ Number of Type B Securities _______Growth PRIDES____________ Cusip No. FORM OF FACE OF TYPE B CERTIFICATE Form of Face of Growth PRIDES Certificate This Type B Growth PRIDES Certificate certifies that __________ is the registered Holder of the number of Type B Securities Growth PRIDES set forth above. Each Type B Security Growth PRIDES represents (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 ONEOKCendant Corporation, Inc., an Oklahoma 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 Type B Securities 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 Type B SecuritiesGrowth PRIDES. Each Purchase Contract evidenced hereby obligates the Holder of this Type B 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 $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 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 Type B Growth PRIDES Certificate (or a Predecessor Type B 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 Type B 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 Type B 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __________________:______________ _____________________________________ Signature Signature Guarantee _______________________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 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 Type A 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 Type A Securities Corporate Units evidenced by this Type A 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 Type A Corporate Unit Certificate representing any Type A 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 Debt Securities Notes or the appropriate Applicable Ownership Interest in 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 Type A Corporate Unit Certificates are to be registered in the name of and delivered to and Pledged Debt Securitiespledged Notes, or an 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 (i) print such Person's name and addressaddress and (ii) provide a guarantee of your signature: A-18 --------------------------------------- Name --------------------------------------- Address --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- REGISTERED HOLDER 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 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: 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 PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A 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▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR 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 THEREIN. HEREIN.]* No. ________ CUSIP No. 020039814 Number of Treasury Units _______ Number of Type B Securities ___________________ 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 $____, 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 To be inserted 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, 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 ____________ (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 purposeGlobal 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ ----------------------------------------- Signature Signature Guarantee ____________________________________ 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 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: -------------------------------------------------------------------------------- Name -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _________________________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 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Debentures 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 Amount of Increase Principal Amount of Units decrease in increase in evidenced by Number of Number of this Global Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In Units Units Certificate authorized evidenced by evidenced by following officer of the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global such decrease Agent or Date Certificate Decrease Certificate or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- increase Depositary EXHIBIT B FACE OF TREASURY SAILS{SM} CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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 HEREIN."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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ______________________________ ___ ______________________________________ Signature Signature Guarantee _________________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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 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 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 Treasury REGISTERED HOLDER 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 Debt Securities, or the Treasury Portfolio, as the case may be, Securities Transferable Upon 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: Number of Treasury Amount of Increase Principal increase in Amount of decrease in Units evidenced by this Number of Treasury Number of Treasury Global Certificate Signature of in Principal Amount this Global Authorized Officer Amount authorized Units evidenced by the Units evidenced by the following such signatory of Decrease In of the Purchase Date Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease decrease or Increase Custodian ------------------ increase Contract Agent ---- ---------------------- ---------------------- ----------------------- --------------------- ---------------------- -------------------- ----------------------- EXHIBIT B THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE C INSTRUCTION TO 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 REGISTEREDAGENT SunTrust Bank The Purchase Contract Agent ▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Trust Division Re: [_______ Corporate Units] [_______ Treasury Units] of The Phoneix Companies, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERInc., EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.a Delaware corporation (the "COMPANY"). The undersigned Holder hereby notifies you that it has delivered to SunTrust Bank, OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYas Securities Intermediary, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.for credit to the Collateral Account, ANY TRANSFER$______ 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 OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOFAGREEMENT"; unless otherwise defined herein, CEDE & CO.terms defined in the Pledge Agreement are used herein as defined therein), HAS AN INTEREST THEREINbetween you, the Company, the Collateral Agent, the Custodial Agent and the Securities Intermediary. NoThe 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: ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ___________________________ (the "Purchase Contract Settlement Date"), at a price equal to $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 (the "Stated Amount"), a number Transfer of shares Collateral upon Occurrence 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"Event) equal to [HOLDER] __% 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.___________________________________ _____________________________________ Attention: 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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Growth PACS evidenced by this Type A Growth PACS Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __:______________________________ ____________________________________ Signature Signature Guarantee _____________________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 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holdersignature: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ Address Address ____________________________________ _________________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ Social Security or other Taxpayer Identification Number, if any ___________________________________ ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Growth PACS evidenced by this 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 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 be registered in the name of, and delivered, together with a check in payment for any fractional share and any Growth PACS Certificate representing any 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 Securities evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Growth REGISTERED HOLDER PACS 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 Please print name and address of name and address: Registered 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 Debt Securities, 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 Treasury Portfolio, as Global Certificate 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________________ 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 $____, 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, 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 __________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT [ ] [ ] [ ] Attention: Corporate Trust Department Re: [_______ Income PACS] [_______ Growth PACS] of The Williams Companies, Inc., a Delaware corporation (the "Purchase Contract Settlement DateCompany"). The undersigned Holder hereby notifies you that it has delivered to [ ], at a price equal as Securities Intermediary, for credit to the Collateral Account, $______ aggregate principal amount of [Notes] [Applicable Ownership Interests (the "Stated Amount"), a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights as specified in clause ("Common Stock"), A) of the Company equal to definition of such term) of the Settlement Rate, unless on or prior to Treasury Portfolio] [Treasury Securities] in exchange for 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 [Pledged Notes][Pledged Treasury Securities] held 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 Collateral Account, in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect , dated as of each Purchase Contract evidenced hereby an amount ____________, 2002 (the "Contract Adjustment PaymentsPledge Agreement") equal to __% per annum of the Stated Amount; unless otherwise defined herein, 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 terms defined in the Purchase Contract Pledge 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 orare used herein as defined therein), at the option of between you, the Company, by check mailed 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 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 hereofRegistered Holder: _______________________________ _________________________________ Name Social Security or other Taxpayer Identification Number, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate any Address _______________________________ _______________________________ _______________________________ _______________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer 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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate PIES evidenced by this Type A Corporate PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ __________ ____________________________________ Signature Signature Guarantee ___________________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 REGISTERED HOLDER 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 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 or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ 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 Debt Securities, 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 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: 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 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 THEREIN. No. ______________ Number of Type B Securities _______________________________________ 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 $____, 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, 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 ______________________________________________________________________________________________________________________ (the "Purchase Contract Settlement Date"), at a price equal to $___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ▇▇▇▇▇▇▇ ▇ 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 "Stated AmountDepositary"), or a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights ("Common Stock"), nominee of the Company equal to Depositary. This certificate is exchangeable for certificates registered in the Settlement Rate, unless on name of a person other than the Depositary or prior to its nominee only in 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 limited circumstances described in the Purchase Contract Agreement and more fully described on no transfer of this certificate (other than a transfer of this certificate as a whole by the reverse hereof. The purchase price for the shares of Common Stock purchased pursuant Depositary to each Purchase Contract evidenced hereby will be paid by application a nominee of the Proceeds from the Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms Depositary or by a nominee of the Pledge AgreementDepositary to the depositary or another nominee of the Depositary) may be registered except in limited circumstances. The Company shall pay on each Payment Date 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 respect the name of each Purchase Contract evidenced hereby Cede & Co. or such other name as is requested by an amount 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 "Contract Adjustment Payments") equal 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. __% per annum _____ CUSIP No. ▇▇▇▇▇▇▇▇▇ Number of the Stated AmountTreasury PIES ________ DOMINION RESOURCES, 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 hereofINC. 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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A 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 _______________Guarantee: _____________________ (if assigned to another person) Signatures must be guaranteed by an "“eligible guarantor institution" ” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Securities Transfer Agent Agents Medallion Program ("“STAMP"”) or such other "“signature guarantee program" ” as may be determined by the Security 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 of and delivered to a Person other than the Holder, please (i) print such Person's ’s name and address and (ii) provide a guarantee of your signature: Please print name and address of Registered Holder: REGISTERED HOLDER ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.B‑14 DB1/ 116094647.1
Appears in 1 contract
Sources: Purchase Contract Agreement (Florida Power & Light Co)
SETTLEMENT INSTRUCTIONS. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ Signature Signature Guarantee _________________________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 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ ____________________________________ _________________________________________ ____________________________________ _________________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Debentures 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 Amount of Increase Principal Amount of Units decrease in increase in evidenced by Number of Number of this Global Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In Units Units Certificate authorized evidenced by evidenced by following officer of the Global Certificate of Trustee or Principal Amount of Certificate Following such Securities Date the Global such decrease Agent or Date Certificate Decrease Certificate or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- increase Depositary EXHIBIT B FACE OF TREASURY SAILS{SM} CERTIFICATE "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A CLEARING AGENCY NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOFOF THE DEPOSITARY. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART IS EXCHANGEABLE FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, CERTIFICATES REGISTERED IN THE NAME OF ANY A PERSON OTHER THAN SUCH CLEARING AGENCY THE DEPOSITARY OR A ITS NOMINEE THEREOF, EXCEPT ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENTAGREEMENT 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 DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY OR ITS AGENT DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT 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, 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 A OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREINHEREIN." NO. NoRT-1 CUSIP NO. ______________ Number of Type B Securities ___________________ Cusip No65473P 70 9 NUMBER OF TREASURY SAILS{SM} 56,000,000 NEW NISOURCE INC. FORM OF FACE OF TYPE B CERTIFICATE TREASURY STOCK APPRECIATION INCOME LINKED SECURITY{SM} This Type B Treasury Unit Certificate certifies that __________ Cede & Co. is the registered Holder of the number of Type B Securities Treasury Stock Appreciation Income Linked Securities{SM} ("SAILS{SM}" or "Units") set forth above. Each Type B Security represents Treasury Unit consists of (i) a __/___ undivided beneficial ownership interest, interest of a Treasury Security having a principal amount at maturity equal to $____145,600,000, 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 ONEOK, New NiSource Inc., an Oklahoma a Delaware corporation (the "Company"). All capitalized terms used herein in this Certificate which are defined in the Purchase Contract Agreement (as defined on the reverse of this Certificate) have the meaning set forth thereinin the Purchase Contract Agreement. Pursuant to the Pledge Agreement, the Treasury Securities constituting part of each Type B Securities Treasury Unit evidenced hereby 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 Type B SecuritiesTreasury Unit. Each Purchase Contract evidenced hereby by this Certificate obligates the Holder of this Type B Treasury Unit Certificate to purchase, and the Company, 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 shares of Common stockcommon shares, without 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 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 hereofof this Certificate. The purchase price for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby will by this Certificate, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by separate cash or by application of the Proceeds from principal amount of 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 AmountREFERENCE IS MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, 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 placeWHICH 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 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 Type A Securities Treasury Units evidenced by this Type A 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) 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 name REGISTERED HOLDER 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 Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Treasury Units evidenced by this Type A 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 (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 Type A Treasury Units Certificate representing any Type A 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 Debt Treasury 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 Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock or Type A Treasury Units Certificates are to be registered in the name of and delivered to and Pledged Debt SecuritiesREGISTERED HOLDER Notes, 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 ________________________________________________________________________________ -------------------------------------------------------------------------------- Social Security or other Taxpayer Identification Number, if any Transfer Instructions instructions for Pledged Debt SecuritiesNotes, 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: Amount -------------- ----------------- ---------------- ---------------- ------------- 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 -------------------- -------------------- Attention: Telecopy: Re: Equity Units of Increase Principal Amount of Signature of National Fuel Gas Company (the "Company") --------------------------------------------------------- We hereby notify you in Principal Amount this Global Authorized Officer Amount of Decrease In accordance with Section 4.1 of the Global Certificate Pledge Agreement, dated as of Trustee or Principal Amount _________, 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 Certificate Following such [Corporate Units] [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 Date the Global Certificate Decrease or Increase Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 THEREIN. CUSIP No. _________)] [$_______ Number principal amount of Type B 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. ___________________ 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 $____, subject to the Pledge of such Treasury Security )] held 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, 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 ____________ (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 you in accordance with the terms of Pledge Agreement and has delivered to us a notice stating that the Pledge Agreement. The Company shall pay on each Payment Date Holder has transferred [Treasury Securities] [Notes or the appropriate Treasury Consideration or Applicable Ownership Interest 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 monthsTreasury Portfolio, as the case may be,] to you, subject to deferral at the option as Collateral Agent. We hereby instruct you, upon receipt of the Company as provided such [Treasury Securities] [Notes, Treasury Consideration or Applicable Ownership Interest in the Purchase Contract Agreement Treasury Portfolio, as the case may be], and more fully described on upon the reverse hereofpayment 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 [Corporate Units] [Treasury Units] to us in accordance with the Holder's instructions. 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 : THE BANK OF NEW YORK, ------------------- as Collateral 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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury Units evidenced by this Type A Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: __________ _______________________ ____________________________________ Signature Signature Guarantee ____________________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 Please print name and address of Person's name and address and (ii) 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 Holder: ____________________________________ _________________________________________ Name Name ____________________________________ _________________________________________ _____________________________________ _________________________________________ _____________________________________ 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 [following 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 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: ___________________________________ 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: ___________________________________ ________________________________________ Name Name ___________________________________ ________________________________________ Address Address ___________________________________ ________________________________________ ___________________________________ ________________________________________ ___________________________________ ________________________________________ Social Security or other Taxpayer Identification Number, if any ________________________________ Transfer Instructions for Pledged Debt Securities, or the Treasury Portfolio, as the case may be, Securities Transferable Upon or 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 Corporate Amount of Increase Principal increase Amount of decrease Units evidenced by in Number of in Number of this Global Signature of in Principal Amount this Global Authorized Officer Amount of Decrease In of Corporate Units Corporate Units Certificate authorized signatory evidenced by the Global Certificate evidenced by the following such of Trustee or Principal Amount of Certificate Following such Securities Date the Global Certificate Decrease Global Certificate decrease or Increase increase Securities Custodian ------------------ ----------------------- --------------------- ---------------------- -------------------- 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 THEREIN. No. ______________ Number of Type B Securities ________________________________________________________________________________________________ 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 $____, 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, 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 ________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT Wachovia Bank, National Association 21 South Street Morristown, NJ 07960 Attention: Corporate Trust Admin▇▇▇▇▇▇▇▇▇ ▇▇: [_______ ▇▇▇▇▇▇ate Units] [_______ Treasury Units] of Public Service Enterprise Group Incorporated, a New Jersey corporation (the "Purchase Contract Settlement DateCompany")) and PSEG Funding Trust I. The undersigned Holder hereby notifies you that it has delivered to The Bank of New York, at a price equal as Securities Intermediary, for credit to the Collateral Account, $______ aggregate [liquidation] [principal] amount of [Preferred Securities] [Notes] [Treasury Securities] [Applicable Ownership Interests (the "Stated Amount"), a number of shares of Common stock, par value $0.01 per share, including preferred share purchase rights as specified in clause ("Common Stock"), A) of the Company equal to definition of such term) of the Settlement Rate, unless on or prior to Treasury Portfolio] in exchange for 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 [Pledged Preferred Securities] [Pledged Notes] [Pledged Treasury Securities] held 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 Collateral Account, in accordance with the terms of the Pledge Agreement. The Company shall pay on each Payment Date in respect , dated as of each Purchase Contract evidenced hereby an amount September 10, 2002 (the "Contract Adjustment PaymentsPledge Agreement") equal to __% per annum of the Stated Amount; unless otherwise defined herein, 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 terms defined in the Purchase Contract Pledge 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 orare used herein as defined therein), at the option of between you, the Company, by check mailed 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 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 hereofRegistered Holder: ________________________________ _____________________________________________ Name Social Security or other Taxpayer Identification Number, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate any Address ________________________________________ ________________________________________ ________________________________________ ________________________________________ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer 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.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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Corporate Units evidenced by this Type A Corporate Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: ________________________________ ____________________________________ -------------------------- ---------------------------------- Signature Signature Guarantee ____________________________________ 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 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 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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 Type A 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, 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 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 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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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 Type A Securities Normal Units evidenced by this Type A Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersignedunder signed, 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. Signature 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 such Person's name and address: Registered Holder: ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____Name Name ________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this 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 Type A Securities evidenced by this Type A 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 Type A Certificate representing any 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 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: _____________________Social Unit or other Taxpayer Identification Number, if any ______________________________________ Signatures must The 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 guaranteed by an "eligible guarantor institution" meeting released from the requirements of the Registrar, which requirements include membership or participation Pledge and registered in the Security Transfer Agent Medallion Program name of, and delivered, to the undersigned at the address indicated below unless a different name and address have been indicated below and ("STAMP"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 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 Type A Certificates 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 and the Collateral Agent. Dated: _________________________ _________________________________ Signature If released Pledged Debt Securities, or the Treasury Portfolio, as the case may be, REGISTERED HOLDER Securities are to be transferred 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: Please print name and address of 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 Address ________________________________________________________________________________ Social Security Unit 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: FORM OF STRIPPED UNIT CERTIFICATE LIFE RE CORPORATION _________________________________________________________________________% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS (STATED AMOUNT $_______ ________________________________________________________________________________ ________________________________________________________________________________ [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: 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 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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"PER UNIT). 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, 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 ____________ (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 Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Type A Securities Treasury PIES evidenced by this Type A Treasury PIES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: _______________________ __________ ____________________________________ Signature Signature Guarantee ___________________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 and CPR Certificates are to be registered in the name REGISTERED HOLDER 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 ______________________________________ ____________________________________ Name Name ______________________________________ ____________________________________ ______________________________________ ____________________________________ ______________________________________ ____________________________________ Address Address ________________________________________________________________________________ Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Type A 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 Type A Securities Treasury PIES evidenced by this Type A Treasury PIES Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying 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 be registered in the name of, and delivered, together with a check in payment for any fractional share and any Type A Treasury PIES Certificate representing any Type A 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 Debt Treasury 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 Type A of REGISTERED HOLDER Treasury PIES 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, REGISTERED HOLDER 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 _____________________________________ Name Name ____________________________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: ________ 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, $___________________ 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 Address ------------------------------------ ------------------------------------ ------------------------------------ EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS (Transfer of Collateral upon Occurrence of a Termination Event) [HOLDER] -------------------- Attention: Telecopy: __________ Re: __________ 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 and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of PIES from time to time. We hereby notify you that a Termination Event has occurred and that [the Preferred Stock][the Treasury Securities] underlying your ownership interest in _____ [Corporate PIES][Treasury PIES] have been released and are being held by 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 event you fail to effect such transfer or delivery, the Released Securities and any [dividends] [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 Company may require. Date:_________________ _________________________________________ Address Address ________________________________________________________________________________ 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 EventBy: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [BANK ONE N.A. ----------------------------------- Name: Title: EXHIBIT E NOTICE 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: 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 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 SETTLE 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 THEREIN. No. ______________ Number of Type B Securities ___________________ 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 $____, 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, 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 ____________ (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.SEPARATE CASH
Appears in 1 contract
Sources: Purchase Contract Agreement (Washington Mutual Inc)