Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer: (1) any Pledged Preferred Stock; and (2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby. (b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall: (1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or (2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Bank United Corp), Pledge Agreement (Washington Mutual Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Debt Securities (2or, if (i) a Special Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, any Pledged Applicable Ownership Interests in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, any Holder may, and the Purchase Contract Agent shall:
, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebt Securities, all the Pledged Applicable Ownership Interests in a Treasury Portfolio or Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Debt Securities, Pledged Applicable Ownership Interests in a Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Great Plains Energy Inc), Pledge Agreement (Great Plains Energy Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
(1i) any Pledged Preferred StockNotes;
(ii) the Proceeds of the U.S. Bank Deposit; and
(2iii) any Pledged Treasury Securities Securities, to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interestsProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.46.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities or Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.46.04, then the Purchase Contract Agent Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock or all the Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.46.04; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Collateral Agreement (Us Bancorp \De\), Collateral Agreement (Us Bancorp \De\)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredand identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby.
(b) If such Termination Event shall result from any of the Company's , Lazard Group or Lazard Group Finance becoming a debtor under the Bankruptcy CodeCode or, in the case of the Company, becoming subject to a petition under clause (ii) of the definition of Bankruptcy Law (for the purposes of this Section 4.03(b), a “bankruptcy event”), and if the Collateral Agent shall fail for any reason fail to promptly to effectuate effectuate, the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.03, the Purchase Contract Agent Agent, shall:
(1i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy caseevent, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 4.03 and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.03, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code such bankruptcy event, seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.03; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Lazard LTD), Pledge Agreement (Lazard Group Finance LLC)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Equity Security Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (El Paso Corp/De), Pledge Agreement (El Paso Corp/De)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Debt Securities (2or, if (i) any a Tax Event Redemption or (ii) a successful remarketing of the Debt Securities, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, any Holder may, and the Purchase Contract Agent shall:
, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebt Securities, all the Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Debt Securities, the Pledged Applicable Ownership Interest in a Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Amerus Group Co/Ia), Pledge Agreement (Amerus Group Co/Ia)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and, for distribution subject to such Holders in accordance with their respective interestsSection 3.1(ii), of the Stripped Units, respectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Capital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts attempt to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockCapital Securities, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Capital Securities, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Prudential Financial Inc), Pledge Agreement (Prudential Financial Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred Stock; Debentures, and
(2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created herebyby this Agreement.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Debentures and Pledged Treasury Securities, as the case may be, Securities as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged Preferred StockDebentures, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all the Pledged Preferred Stock or Debentures, all the Pledged Treasury Securities, and the Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause Section 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (New Nisource Inc), Pledge Agreement (New Nisource Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredand identifying the nature of the Termination Event, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason fail be prohibited from promptly to effectuate effectuating the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i) hereof within ten days after the occurrence of such Termination Event.
Appears in 2 contracts
Sources: Pledge Agreement (Platinum Underwriters Holdings LTD), Pledge Agreement (Platinum Underwriters Holdings LTD)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company TECO or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Transfer all Pledged Trust Preferred Stock; and
(2) any Securities, Pledged Treasury Securities Consideration or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) encumbrance. If such Termination Event shall result from the CompanyTECO's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Trust Preferred Stock Securities, Pledged Treasury Consideration or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the CompanyTECO's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Trust Preferred StockSecurities, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the CompanyTECO's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Trust Preferred Stock Securities, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B(i)(z) hereof within ten calendar days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Teco Energy Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or and the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Senior Notes (2or the Pledged Applicable Ownership Interest of the Treasury Portfolio, if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . Upon a release of Pledged Senior Notes, the Collateral Agent shall reflect a decrease in the aggregate principal amount of such Pledged Senior Notes by an endorsement on the schedule to the certificate representing such Pledged Senior Notes. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSenior Notes, all Pledged Applicable Ownership Interest in the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Senior Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Centurytel Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred Stock; Debentures, and
(2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created herebyby this Agreement.
(b) If such Termination Event shall result from the Company's Company s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Debentures and Pledged Treasury Securities, as the case may be, Securities as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company s being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all the Pledged Preferred StockDebentures, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's Company s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all the Pledged Preferred Stock or Debentures, all the Pledged Treasury Securities, and the Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause Section 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Nisource Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Capital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockCapital Securities, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.the
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
(1i) any Pledged Preferred StockSTACKS or security entitlements with respect thereto;
(ii) any Pledged Treasury Securities; and
(2iii) any Pledged Treasury Securities payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Stock Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders Holders, in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock STACKS, Pledged Treasury Securities and payments by Holders (or the Pledged Treasury SecuritiesPermitted Investments of such payments) pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.45.04, the Stock Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 5.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSTACKS, all the Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.45.04, then the Stock Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the STACKS, Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.45.04; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer 12 any Pledged Preferred Stock; and
(2) any Securities and Pledged Treasury Securities to the Purchase Contract Agent for distribution to the benefit Holders of the HoldersIncome PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Securities or the of all Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, Securities or of all the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Securities or of all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Equity Security Units and the Stripped Equity Security Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm counsel reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall shall, at the Company's expense and within fifteen days after the occurrence of such Termination Event Event, commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Dte Energy Co)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Ameren Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or written notice from the Purchase Contract Agent that has been confirmed in writing by the Company that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Fixed-Share Rights, Pledged Ownership Interest in the Treasury Securities Strips, Pledged Common Stock or Pledged Merger Consideration to the Purchase Contract Agent for the benefit of the HoldersHolders of the Securities, for distribution to such Holders in accordance with their respective interestsas applicable, free and clear of any lien, pledge or security interest or other interest created hereby, provided that, if such Termination Event results from the Company being a debtor under the Bankruptcy Code, the Collateral Agent shall not release any Collateral except upon receipt of an opinion, as provided in Section 4.3(b) hereof or as required by final order of the court with jurisdiction of the Company's case under the Bankruptcy Code.
(b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Pledged Treasury Securities, as the case may beCollateral, as provided by this Section 5.44.3, the Purchase Contract Agent shall, in its sole discretion, either:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent addressed to the Company and the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and and, if such opinion is obtained, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, Collateral as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may beCollateral, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (State Street Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's Company becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy caseunder the Bankruptcy Code, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1i) any Pledged Preferred StockShares or security entitlements with respect thereto; and
(2ii) any Pledged Treasury Securities payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.03 hereof, ---- to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.45.04, and ---- shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockShares, all the Pledged Treasury Securities payments by Holders or the Permitted Investments of such payments pursuant to Section 5.03 hereof or the Proceeds of any of the ---- foregoing, as the case may be, as provided in this Section 5.45.02, then ---- the Purchase Contract Agent shall within fifteen days after receiving written notice from the Company or any Holder of the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the any Bankruptcy Code Laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Shares, or all the Pledged Treasury Securitiespayments by Holders or the Permitted Investments of such payments pursuant to Section 5.03 hereof, as the case may be, as provided by this Section 5.4---- 5.02; oror ----
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 5.02(b)(i) hereof within ten days after receiving written ---------- notice from the Company or any Holder of the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Partnerre LTD)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred Stock; andSecurities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the PEPS Units) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the PEPS Units);
(2) any Pledged Treasury Securities Securities, and
(3) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures, the Pledged Treasury SecuritiesSecurities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSecurities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, the Pledged Treasury Securities Securities, the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or Securities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, the Pledged Treasury Securities, or the payments by Holders or the Permitted Investments of such payments pursuant to Section 5.5 hereof, or as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Debt Securities (2or, if (i) any a Tax Event Redemption or (ii) a successful remarketing of the Series K Notes or Series L Notes, as the case may be, has occurred, the Pledged Applicable Ownership Interest in a Treasury Portfolio) and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debt Securities, Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, any Holder may, and the Purchase Contract Agent shall:
, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebt Securities, all Pledged Applicable Ownership Interest in a Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then any Holder may, and the Purchase Contract Agent shall shall, within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Debt Securities, a Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Txu Corp /Tx/)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Securities and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly immediately to effectuate the release and Transfer transfer of all Pledged Preferred Stock Securities or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Preferred Stock, all Securities or of the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.the
Appears in 1 contract
Sources: Pledge Agreement (MCN Financing Iv)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
Transfer any Debentures underlying Pledged Applicable Ownership Interests in Debentures (1or, if (i) any a Special Event Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement, (ii) a Mandatory Redemption if the proceeds thereof were used to acquire the Treasury Portfolio in accordance with the Purchase Contract Agreement or (iii) a Successful Remarketing, as the case may be, has occurred, the Pledged Preferred Stock; and
(2Applicable Ownership Interests in the Treasury Portfolio) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . DB 1/ 148045215.3 If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, any Holder may, and the Purchase Contract Agent shall:
, upon receipt from the Holders of security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by the Purchase Contract Agent in compliance with this paragraph, (1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) any such Holder or the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockApplicable Ownership Interests in Debentures, all the Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then any Holder may, and the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event Event, commence an action or proceeding in the court having with jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Applicable Ownership Interests in Debentures, the Pledged Applicable Ownership Interests in the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding in the court with jurisdiction of the Company’s case under the Bankruptcy Code like that described in clause 5.4(b)(1)(B(i)(B) hereof of this Section 4.3 within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the HoldersHolders of the Equity Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Forward Purchase Contract Agent shall:
(1i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the HoldersHolders of the Upper DECS and the Stripped DECS, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Forward Purchase Contract Agent shall:
(1i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Solutia Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Debentures or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debentures, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Debentures,Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Debentures, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Anthem Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Notes (2or the Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption or Successful Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and and, if it is able to obtain such opinion, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction with jurisdic tion of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence occur rence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Sprint Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Debt Securities (2or the Applicable Ownership Interest in the Treasury Portfolio if a Tax Event Redemption has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debt Securities, the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
, upon receipt from the Holders of reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with this paragraph, (1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebt Securities, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Debt Securities, the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding in the court with jurisdiction of the Company's case under the Bankruptcy Code like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Capital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.such
Appears in 1 contract
Sources: Pledge Agreement (Metlife Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transferinstruct the Securities Intermediary to credit:
(1i) any Pledged Preferred Stock; andDebt Securities or security entitlements with respect thereto;
(2ii) any Pledged Treasury Securities or security entitlements with respect thereto; and
(iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6, to the Stock Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders Holders, in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby, subject to Section 11.11(iii).
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Debt Securities, Pledged Treasury Securities and payments by Holders (or the Pledged Treasury SecuritiesPermitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.45.5, the Stock Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 5.5 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebt Securities, all the Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.45.5, then the Stock Purchase Contract Agent shall shall, upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Debt Securities, Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.45.5; or
(2ii) upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 5.5(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Metlife Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred StockNotes; and
(2) any Pledged Treasury Securities Securities, to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Notes (2or the Applicable Ownership Interest of the Treasury Portfolio if the Company has notified the Collateral Agent that a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof above within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Alltel Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred StockSecurities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); andor
(2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSecurities, Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Treasury Securities Debentures or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Notes (2or the Pledged Applicable Ownership Interest in the Treasury Portfolio if the Company has notified the Collateral Agent that a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Applicable Interest in the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, the Pledged Applicable Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof above within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
(1i) any Pledged Preferred StockNotes; Amended and Restated Collateral Agreement
(ii) the Proceeds of the U.S. Bank Deposit; and
(2iii) any Pledged Treasury Securities Securities, to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interestsProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.46.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities or Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.46.04, then the Purchase Contract Agent Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock or all the Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.46.04; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Securities and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Securities or the of all Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, Securities or of all the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Securities or of all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1i) any Pledged Preferred Stock; andNotes or security entitlements with respect thereto or Pledged Applicable Ownership Interests (if the Treasury Portfolio has become a component of the Corporate MEDS as a result of a Successful Initial Remarketing, Successful Interim Remarketing or a Tax Event Redemption);
(2ii) any Pledged Treasury Securities Securities, and
(iii) payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby; provided, however, if any Holder shall be entitled to receive less than $1,000 with respect to its interest in the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such interest for cash and deliver to such Holder cash in lieu of delivering the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or Notes, the Pledged Applicable Ownership Interests, the Pledged Treasury SecuritiesSecurities or payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, as the case may be, as provided by this Section 5.45.04, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.45.04, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all Pledged Applicable Ownership Interests, the Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.45.04, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all Notes, Pledged Applicable Ownership Interests, the Pledged Treasury Securities, or the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, or as the case may be, as provided by this Section 5.45.04; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B5.04(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Keyspan Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created in favor of the Collateral Agent hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall advise the Purchase Contract Agent in writing that the Collateral Agent shall for any reason fail be unable to promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its reasonable best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Platinum Underwriters Holdings LTD)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all Shares or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Shares or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Ace LTD)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Senior Notes (2or Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSenior Notes, all the Treasury Portolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Senior Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the HoldersHolders of the Upper DECS and the Stripped DECS, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Forward Purchase Contract Agent shall:
(1i) use its best efforts to obtain obtain, at the expense of the Company, an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Stock (2or Pledged Portfolio Interests if a Special Event Redemption has occurred) any and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Stock, the Pledged Portfolio Interests or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Forward Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Pledged Portfolio Interests or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Stock, the Pledged Portfolio Interests or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Upper DECS and the Stripped DECS, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3 or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Temple Inland Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Capital Securities or Pledged Treasury Consideration, as the case may be, and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Capital Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Capital Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.,
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred Stock; andNotes or security entitlements with respect thereto,
(2) any Pledged Treasury Securities Securities, and
(3) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof, to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders Holders, in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, Pledged Treasury Securities and payments by Holders (or the Pledged Treasury SecuritiesPermitted Investments of such payments) pursuant to Section 5.05 11 hereof and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.45.04, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.45.04, and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.45.04, then the Purchase Contract Agent shall within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Notes, Pledged Treasury SecuritiesSecurities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.45.04; orand
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B5.04(b)(i) hereof within ten fifteen days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
: (1) 1 any Pledged Preferred StockShares; and
(2i) any Pledged Treasury Securities Securities
(ii) to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Shares or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockShares, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Shares or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company Company, the Property Trustee or any of the Purchase Contract Agent Administrative Trustees of the Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
(1i) any Pledged Preferred StockNotes;
(ii) the Proceeds of the Wachovia Deposit; and
(2iii) any Pledged Treasury Securities Securities, to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interestsProperty Trustee, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or the Notes, Pledged Treasury Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.46.04, the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Pledged Treasury Securities or Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.46.04, then the Purchase Contract Agent Property Trustee shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock or all the Notes, Pledged Treasury Securities, Permitted Investments, the Wachovia Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.46.04; or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent ------------------ of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Notes (2or the Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption, Successful Initial Remarketing or Successful Subsequent Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and and, if it is able to obtain such opinion, shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Sprint Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Securities (2or the Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Securities, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSecurities, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence Treasury Portfolio or of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock or all the Pledged Treasury Securities, as the case may be, as provided by in this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.4.3, then
Appears in 1 contract
Termination Event. (a) Upon receipt by the Collateral Agent of ----------------- written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Senior Notes (2or the Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred) any and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Corporate Units and the Treasury Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Senior Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSenior Notes, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Senior Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Duke Energy Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
(2) any Shares and Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the HoldersHolders of the Income PRIDES and the Growth PRIDES, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Codeany applicable uniform bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Shares or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to practicing law in the Collateral Agent applicable jurisdiction to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred Stock, all Shares or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code any such applicable bankruptcy laws seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Shares or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Ace LTD)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Transfer all Pledged Trust Preferred Stock; and
(2) any Securities, Pledged Treasury Securities Consideration or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) encumbrance. If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Trust Preferred Stock Securities, Pledged Treasury Consideration or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
shall (1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Trust Preferred StockSecurities, all the Pledged Treasury Securities Consideration or the Proceeds of any of the foregoingPledged Treasury Securities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Trust Preferred Stock Securities, Pledged Treasury Consideration or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(B(i)(z) hereof within ten calendar days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Raytheon Co/)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
transfer any (1) any Pledged Preferred Stock; and
Notes, (2) any Pledged Applicable Ownership Interest in the Treasury Portfolio or (3) Pledged Treasury Securities Securities, as the case may be, to the Purchase Contract Agent for the benefit of the HoldersHolders of the Normal Units and the Stripped Units, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail to promptly to effectuate the release and Transfer transfer of all Pledged Preferred Stock Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio, or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain at the expense of the Company an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer transfer of all Pledged Preferred StockNotes, all Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, Pledged Applicable Ownership Interest in the Treasury Portfolio or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; 4.3, or
(2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Toys R Us Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) any Pledged Preferred StockSecurities or the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio (if a Tax Event Redemption has occurred and the Treasury Portfolio has become a component of the Corporate PIES) or the Pledged Debentures (if the Trust has been liquidated, and the Debentures or security entitlements thereto have become a component of the Corporate PIES); and
(2) any Pledged Treasury Securities to the Purchase Contract Agent for the benefit of the Holders, for distribution to such Holders in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, the Pledged Debentures or the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockSecurities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures, all the Pledged Treasury Securities or the Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Securities, the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, all the Pledged Debentures or all the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
(2) commence an action or proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Nisource Inc)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Forward Purchase Contract Agent that there has occurred a Termination Event has occurredEvent, the Collateral Agent shall release all Collateral from the Pledge and shall promptly Transfer:
(1) Transfer any Pledged Preferred Stock; and
Notes (2or the Applicable Ownership Interest of the Treasury Portfolio if a Tax Event Redemption or a Successful Initial Remarketing has occurred) any and Pledged Treasury Securities to the Forward Purchase Contract Agent for the benefit of the HoldersHolders of the Upper DECS and the Stripped DECS, for distribution to such Holders in accordance with their respective interestsrespectively, free and clear of any lien, pledge or security interest or other interest created hereby.
(b) . If such Termination Event shall result from the Company's becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.44.3, the Forward Purchase Contract Agent shall:
shall (1i) use its best reasonable efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of the Company's being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.44.3, and shall deliver such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (Ay) the Forward Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (Bz) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockNotes, all the Treasury Portfolio or the Pledged Treasury Securities or the Proceeds of any of the foregoingSecurities, as the case may be, as provided in this Section 5.44.3, then the Forward Purchase Contract Agent shall within fifteen days after the occurrence of such Termination Event commence an action or proceeding in the court having with jurisdiction of the Company's case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Preferred Stock Notes, the Treasury Portfolio or all of the Pledged Treasury Securities, as the case may be, as provided by this Section 5.4; or
4.3 or (2ii) commence an action or proceeding like that described in clause 5.4(b)(1)(Bsubsection (i)(z) hereof within ten days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (Cendant Corp)
Termination Event. (a) Upon receipt by the Collateral Agent of written notice from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:
(1i) any Pledged Preferred Stock; andDebentures or Pledged Treasury Portfolio or security entitlements with respect thereto;
(2ii) any Pledged Treasury Securities or security entitlements with respect thereto; and
(iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5, to the Purchase Contract Agent for the benefit of the Holders, Holders for distribution to such Holders Holders, in accordance with their respective interests, free and clear of any lien, pledge or security interest or other interest the Pledge created hereby.
(b) If such Termination Event shall result from the Company's ’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Preferred Stock or Debentures, the Pledged Treasury SecuritiesPortfolio, any Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.4, the Purchase Contract Agent shall:
(1i) use its best efforts to obtain an opinion of a nationally recognized law firm reasonably acceptable to the Collateral Agent to the effect that, as a result of notwithstanding the Company's Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.4, 5.4 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within ten 10 days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Preferred StockDebentures, all the Pledged Treasury Portfolio, all Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.4, then the Purchase Contract Agent shall shall, upon receipt of instructions in accordance with the Purchase Contract Agreement, within fifteen 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company's ’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer Transfer of all Pledged Preferred Stock or all Debentures, the Pledged Treasury SecuritiesPortfolio, all Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.5 hereof and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 5.4; or
(2ii) upon receipt of instructions in accordance with the Purchase Contract Agreement, commence an action or proceeding like that described in clause 5.4(b)(1)(BSection 5.4(b)(i) hereof within ten 10 days after the occurrence of such Termination Event.
Appears in 1 contract
Sources: Pledge Agreement (American International Group Inc)