Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. (b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section 1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account). (c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp), Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be Certificates having a Certificate Principal Amount equal to $25 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp), Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Class A-1 Certificates in a Certificate Principal Amount equal to $25 per Call Warrant and Class A-2 Certificates in a notional principal amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp), Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date. Thereafter, by in the event of a partial call, the Trustee shall select the Certificates to be called within 1 Business Day of its receipt of such Call Notice, in accordance with the provisions of Section 7(d) (v) of the Series Supplement.
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be Certificates having a Certificate Principal Amount equal to $1,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies the terms of the Trust AgreementCall Notice at a later date.
Appears in 2 contracts
Sources: Callable Zero Coupon Trust Certificates (Lehman Abs Corp), Callable Zero Coupon Trust Certificates Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of the Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Pri▇▇ ▇▇▇ a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or redemption by the Trust pursuant to Sections 5(h)(iii) and 7(g)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp Sears Roebuck Accep Note Back Ser 2003-1), Series Supplement (Lehman Abs Corp Sears Roebuck Accep Note Back Ser 2003-1)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to the Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later ▇▇▇▇. The Call Price for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp Bellsouth Capital Fund Deb Bk Sers 2003-2), Series Supplement (Lehman Abs Corp Bellsouth Capital Fund Deb Bk Sers 2003-2)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(b)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) The Upon exercise of Call Warrants, any Warrant Agent shall notify Holder other than the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment Depositor or any Affiliate of the applicable Call Price from such holder pursuant Depositor shall be entitled to clause (a) delivery of this Section
1.1the Called Certificates. The Warrant Agent "Called Certificates" shall transfer each payment made by be, in the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit case of the holder hereof in Class A-1 Certificates, Class A-1 Certificates having a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way Certificate Principal Amount equal to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such $10 per Call Warrant, and in the Warrant Agent and case of the Trustee shall have any obligations with respect Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to such notice by the holder of such $1,000 per Call Warrant. The expiration Unless otherwise specified therein, such Call Notice shall be deemed to be notice of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right an Optional Exchange pursuant to subsequently deliver a notice which satisfies the terms Section 7(a) of the Trust AgreementSeries Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp), Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates, Call Warrants relating to the Class A-2A Certificates and Call Warrants relating to the Class A-2 A-2B Certificates which represent a like percentage of all Class A-1 Certificates, Class A-2A Certificates and Class A-2 A-2B Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates, the Class A-2A Certificates and Class A-2B Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant ▇▇▇▇▇▇'s right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Price for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 2 contracts
Sources: Series Supplement (HSBC Debenture Backed Series 2003-4), Corporate Backed Trust Certificates (HSBC Debenture Backed Series 2003-4)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of the Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp Duke Capital Note Backed Series 2003-3), Series Supplement (Lehman Abs Corp Duke Capital Note Backed Series 2003-3)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(1) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(2) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(3) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the i) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the ii) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(iii) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) The Upon exercise of Call Warrants, any Warrant Agent Holder other than the Depositor or any Affiliate of the Depositor shall notify be entitled to delivery by the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Called Certificates. The Warrant Agent "Called Certificates" shall transfer each payment made by be, in the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit case of the holder hereof in Class A-1 Certificates, Class A-1 Certificates having a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way Certificate Principal Amount equal to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such $25 per Call Warrant, and in the Warrant Agent and case of the Trustee shall have any obligations with respect Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to such notice by the holder of such $100,000 per Call Warrant. The expiration Unless otherwise specified therein, such Call Notice shall be deemed to be notice of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right an Optional Exchange pursuant to subsequently deliver a notice which satisfies the terms Section 7(a) of the Trust AgreementSeries Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp At&t Wireless Serv Note Back Ser 2002 7), Series Supplement (Lehman Abs Corp At&t Wireless Serv Note Back Ser 2002 7)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the form of subscription ("Form of Subscription Subscription") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $125 per Call Warrant. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement (it being expressly understood that any Optional Exchange must comply with the provisions of Section 7(a) and 7(b) of the Series Supplement). Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp Bellsouth Debt- Backed Ser 2003-14), Series Supplement (Lehman Abs Corp Bellsouth Debt- Backed Ser 2003-14)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 2 contracts
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp), Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of the Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Cal▇ ▇▇▇▇e for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or redemption by the Trust pursuant to Sections 5(h)(iii) and 7(g)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 2 contracts
Sources: Series Supplement (Lehman Abs Corp Sears Roebuck Accep Note Backed Ser 2003 5), Series Supplement (Lehman Abs Corp Sears Roebuck Accep Note Backed Ser 2003 5)
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $508,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 4.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(g) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The “Called Underlying Securities” shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 508,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(g) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon a Trust Reporting Event (whether such Trust Reporting Event occurs before or after October 16, 2016) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and the Warrantholders will receive excess liquidation proceeds above the Warrant Exercise Purchase Price concurrently with the distribution to Certificateholders, as provided in Section 9 of the Trust Agreement. Notwithstanding the foregoing, if at any time a Trust Reporting Event occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section 1.2.
Appears in 1 contract
Sources: Trust Agreement (Fixed Income Trust for Goldman Sachs Subordinated Notes, Series 2011-1)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Certificates, Call Warrants relating to the Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Pr▇▇▇ ▇▇r a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Boeing Note Backed Series 2003 7)
Manner of Exercise. (a) This Call The Warrant may be exercised Holder may, from and after the Closing Date until 11:59 p.m., Central Standard Time on the Expiration Date, exercise the Warrants evidenced by a Warrant Certificate, on any Business Day, for all or part of the holder hereof number of shares of Common Stock purchasable thereunder.
(each, a "Warrant Holder")b) In order to exercise the Warrants, in whole or in part, on any Call Datethe Warrant Holder shall either
(i) deliver to the Issuer at its principal office at 6300 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, set forth in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Chief Financial Officer, or at the office or agency designated by the Issuer pursuant to Section 12 of this Agreement (the "Principal Office"), (x) a written notice delivered duly executed by the Warrant Holder or its agent or attorney, substantially in the form of the form of election to purchase appearing at the end of the Warrant Certificate as Exhibit A thereto, of such Warrant Holder's election to exercise the Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (y) payment of the Warrant Price in the manner provided below, and (z) the Warrant Certificate or Warrant Certificates evidencing the Warrants. Payment of the Warrant Price shall be made in cash in an amount equal to the Warrant Agent Price; or
(ii) deliver to the Issuer on any Business Day at the Principal Office (x) a Cashless Conversion Notice in substantially the form appearing at the end of the Warrant Certificate as Exhibit B thereto (the "Cashless Conversion Notice"), duly executed by the Warrant Holder and setting forth such Warrant Holder's election to receive the Trustee number of shares of Common Stock specified in the Cashless Conversion Notice ("Cashless Conversion") and (y) the Warrant Certificate or Warrant Certificates evidencing the Warrants. Such presentation and surrender shall be deemed a waiver of the Warrant Holder's obligation to pay all or any portion (as the case may be) of the Warrant Price in connection with such Cashless Conversion. In the event of a Cashless Conversion, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder of any Warrant Price), in respect of the Warrants being exercised, that number of shares of Common Stock equal to: the number of shares of Common Stock intowhich such Warrants would have been converted if exercised under clause (b)(1) above multiplied by a fraction, (x) the numerator of which shall be the Current Market Price on the date of such exercise less the Current Warrant Price on the date of such exercise and (y) the denominator of which shall be the Current Market Price on the date of such exercise. The Warrant Holder may exercise its Cashless Conversion rights, at any time on or before from time to time, prior to the Business Day that is at least 5 Expiration Date. Upon receipt of the items described above required for exercise of the Warrants, the Issuer shall, as promptly as practicable, and in any event within three (3) Business Days before thereafter, execute or cause to be executed and deliver or cause to be delivered to such Call DateWarrant Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, by surrender together with cash in lieu of this Call Warrant any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agentextent possible, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor denomination or an Affiliate thereof, denominations as such Warrant Holder shall not be entitled to delivery of request in the Certificates being called (the "Called Certificates"), notice and shall only be entitled to receive registered in the cash proceeds name of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise or, subject to Section 9 of this Call Warrant at any time when Agreement, such other name as shall be designated in the notice. The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Warrant Holder is insolventor any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with payment of the Warrant Price (if applicable) and in connection therewiththe Warrant Certificate or Warrant Certificates, are received by the Issuer as described above and all taxes required to be paid by such Warrant Holder Holder, if any, pursuant to Section 2.3 of this Agreement prior to the issuance of such shares have been paid. If the Warrants evidenced by a Warrant Certificate shall be required to certify that it is solvent have been exercised, the Issuer shall, at the time of exercise settlementdelivery of the certificate or certificates representing the Warrant Stock, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee Warrant Holder a form reasonably satisfactory new Warrant Certificate evidencing the rights of the Warrant Holder to purchase the unpurchased shares of Common Stock represented by the old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplementold Warrant Certificate.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. T▇▇ ▇▇▇l Price for a call in connection with a tender offer shall be deducted from the terms proceeds of a tender offer by the Trust pursuant to Section 7(g)(iii) of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Corporate Backed Trust Certs 2002-16)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole)the case of the Class A-1 Certificates and $1,000 per Call Warrant in the case of Class A-2 Certificates, in each case, purchased hereunder in accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants Warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(ba) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(cb) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of the Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Pri▇▇ ▇▇▇ a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or redemption by the Trust pursuant to Sections 5(h)(iii) and 7(g)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Ford Motor Co Note Backed Ser 2003-6)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder")hereof, in whole or in part, on any Call Warrant Exercise Date, set forth in a subject to prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 15 Business Days before such Call Warrant Exercise Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date, and such holder shall thereupon (so long as the Warrant Agent shall have received payment of the applicable Warrant Exercise Purchase Price from such holder and shall have paid such amount to the Trustee pursuant to the Trust Agreement) be entitled to delivery of the Certificates Term Assets purchased hereunder in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole)accordance with this Article I; provided further provided, that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder holder may not exercise this Call Warrant at any time when such Warrant Holder holder is insolvent, and in connection therewith, such Warrant Holder holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) time on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Call Exercise Purchase Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust this Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Class A-1 Certificates in a Certificate Principal Amount equal to $25 [25] per Call Warrant and Class A-2 Certificates in a notional principal amount equal to $[25] per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the form of subscription ("Form of Subscription Subscription") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having an Initial Amortizing Notional Balance equal to $1,000 per Call Warrant. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call ▇▇▇▇▇ for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Daimlerchrysler Debenture-Backed Series 2004-8)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant HolderWarrantholder"), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount Term Assets equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Call Warrant Exercise Purchase Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) In the event of a partial redemption of the Term Assets by the Term Assets Issuer, if the holders of the Call Warrants fail to exercise their Call Warrants with respect to all Term Assets redeemed in such partial redemption, the number of outstanding Warrants held by each Warrantholder shall be reduced proportionately so that the amount of Term Assets callable by the exercise of Call Warrants equals the amount of Term Assets remaining in the Trust. The Warrant Agent shall make such adjustments to its records as shall be necessary to reflect such reductions and shall notify each Warrantholder of such adjustments.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 [25] per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(h) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The “Called Underlying Securities” shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 500,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(h) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon a Trust Reporting Event (whether such Trust Reporting Event occurs before or after [________], 201[_]) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 9 of the Trust Agreement. Notwithstanding the foregoing, if at any time a Trust Reporting Event occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Sources: Trust Agreement (Fixed Income Client Solutions LLC)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the form of subscription ("Form of Subscription Subscription") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The C▇▇▇ ▇▇ice for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp At&t Note Backed Series 2003-18)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered of intent to the Warrant Agent and the Trustee at any time delivered by 1 pm on or before the a Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date (such Business Day upon which such notice is delivered to the Warrant Agent, the “Warrant Exercise Notice Date”), by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call the Warrant Exercise Date, and such holder shall thereupon shall, on the Warrant Exercise Date, be entitled to delivery of the Certificates in Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise and settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder on the Warrant Exercise Notice Date pursuant to clause (a) of this Section
1.1Section I.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 12:00 p.m. (New York City time) on the applicable Call Date (andWarrant Exercise Date. Pending transfer of the Warrant Exercise Purchase Price to the Trustee on the applicable Warrant Exercise Date, pending such transfer, the Warrant Agent shall hold each such payment the Warrant Exercise Purchase Price in a segregated trust account for the benefit of the holder hereof in a segregated trust account)Certificateholders.
(c) A notice If the Warrant Agent receives the Warrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1 by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder notice of intent to exercise given on the Call Warrant being exercised Exercise Notice Date shall be irrevocable and unconditional. If, by 11:00 a.m. (New York City time) on the Warrant Exercise Date, the Warrant Agent has not paid received the Call PriceWarrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1, then such the notice of intent to exercise given on the Warrant Exercise Notice Date shall automatically expire be deemed to be invalid and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) Upon the occurrence of a redemption of the Underlying Securities by the Underlying Issuer (whether such redemption occurs before or after [___________]), Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, (i) if In–the–Money, be deemed to be exercised on a pro rata basis for each holder of Call Warrants, and will be cash–settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clause (i) through (iii) in Section 10(g) of the Trust Agreement, or (ii) if not In–the–Money, expire worthless on a pro rata basis for each Warrantholder as the result of which the number of outstanding Warrants held by each Warrantholder is reduced proportionately so that the amount of Underlying Securities callable by the exercise of Call Warrants equals the amount of Underlying Securities still owned by the Trustee on behalf of the Trust.
(e) The Call Warrants will become immediately exercisable upon the occurrence of an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after [__________]) and, if the Call Warrants are (i) In–the–Money or At–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(j) of the Trust Agreement, or (ii) not In–the–Money or At–the–Money, to the extent the Warrantholders fail to exercise their Call Warrants, shall expire worthless.
(f) In the event that the Trustee receives money in respect of the Underlying Securities as a result of a Payment Default on the Underlying Securities, the Call Warrants, if (i) In–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(c) of the Trust Agreement, or (ii) not In–the–Money, shall expire worthless.
Appears in 1 contract
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 30 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(h) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The “Called Underlying Securities” shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 500,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(h) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon a Trust Reporting Event (whether such Trust Reporting Event occurs before or after [________], 20[__]) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 9 of the Series Supplement. Notwithstanding the foregoing, if at any time a Trust Reporting Event occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Sources: Stratssm Certificates Series Supplement (Synthetic Fixed Income Securities Inc)
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant HolderWarrantholder"), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the "Call Notice") specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The "Called Underlying Securities" shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 500,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Certificates, Call Warrants relating to the Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Ca▇▇ ▇▇▇ce for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount Term Assets equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Call Warrant Exercise Purchase Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call The Warrant may be exercised Holder may, from and after the Closing Date until 11:59 p.m., Central Standard Time on the Expiration Date, exercise the Warrants evidenced by a Warrant Certificate, on any Business Day, for all or part of the holder hereof number of shares of Common Stock purchasable thereunder.
(each, a "Warrant Holder")b) In order to exercise the Warrants, in whole or in part, on any Call Datethe Warrant Holder shall either
(i) deliver to the Issuer at its principal office at 6▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, set forth in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, or at the office or agency designated by the Issuer pursuant to Section 12 of this Agreement (the "PRINCIPAL OFFICE"), (x) ----------------- a written notice delivered duly executed by the Warrant Holder or its agent or attorney, substantially in the form of the form of election to purchase appearing at the end of the Warrant Certificate as Exhibit A thereto, of such Warrant Holder's election to exercise the Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (y) payment of the Warrant Price in the manner provided below, and (z) the Warrant Certificate or Warrant Certificates evidencing the Warrants. Payment of the Warrant Price shall be made in cash in an amount equal to the Warrant Agent Price; or
(ii) deliver to the Issuer on any Business Day at the Principal Office (x) a Cashless Conversion Notice in substantially the form appearing at the end of the Warrant Certificate as Exhibit B thereto (the "Cashless Conversion Notice"), duly executed by the Warrant Holder and setting forth such Warrant Holder's election to receive the Trustee number of shares of Common Stock specified in the Cashless Conversion Notice ("Cashless Conversion") and (y) the Warrant Certificate or Warrant Certificates evidencing the Warrants. Such presentation and surrender shall be deemed a waiver of the Warrant Holder's obligation to pay all or any portion (as the case may be) of the Warrant Price in connection with such Cashless Conversion. In the event of a Cashless Conversion, the Issuer shall deliver to the Warrant Holder (without payment by the Warrant Holder of any Warrant Price), in respect of the Warrants being exercised, that number of shares of Common Stock equal to: the number of shares of Common Stock intowhich such Warrants would have been converted if exercised under clause (b)(1) above multiplied by a fraction, (x) the numerator of which shall be the Current Market Price on the date of such exercise less the Current Warrant Price on the date of such exercise and (y) the denominator of which shall be the Current Market Price on the date of such exercise. The Warrant Holder may exercise its Cashless Conversion rights, at any time on or before from time to time, prior to the Business Day that is at least 5 Expiration Date. Upon receipt of the items described above required for exercise of the Warrants, the Issuer shall, as promptly as practicable, and in any event within three (3) Business Days before thereafter, execute or cause to be executed and deliver or cause to be delivered to such Call DateWarrant Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, by surrender together with cash in lieu of this Call Warrant any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agentextent possible, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor denomination or an Affiliate thereof, denominations as such Warrant Holder shall not be entitled to delivery of request in the Certificates being called (the "Called Certificates"), notice and shall only be entitled to receive registered in the cash proceeds name of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise or, subject to Section 9 of this Call Warrant at any time when Agreement, such other name as shall be designated in the notice. The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Warrant Holder is insolventor any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with payment of the Warrant Price (if applicable) and in connection therewiththe Warrant Certificate or Warrant Certificates, are received by the Issuer as described above and all taxes required to be paid by such Warrant Holder Holder, if any, pursuant to Section 2.3 of this Agreement prior to the issuance of such shares have been paid. If the Warrants evidenced by a Warrant Certificate shall be required to certify that it is solvent have been exercised, the Issuer shall, at the time of exercise settlementdelivery of the certificate or certificates representing the Warrant Stock, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee Warrant Holder a form reasonably satisfactory new Warrant Certificate evidencing the rights of the Warrant Holder to purchase the unpurchased shares of Common Stock represented by the old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplementold Warrant Certificate.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant HolderWarrantholder"), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date (such Business Day upon which such notice is delivered to the Warrant Agent, the "Warrant Exercise Notice Date"), by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that at the time such holder delivers such notice to the Warrant Agent, such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call the Warrant Exercise Notice Date, and such holder shall thereupon shall, on the Warrant Exercise Date, be entitled to delivery of the Certificates in Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise and settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder on the Warrant Exercise Notice Date pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 12:00 p.m. (New York City time) on the applicable Call Date (andWarrant Exercise Date. Pending transfer of the Warrant Exercise Purchase Price to the Trustee on the applicable Warrant Exercise Date, pending such transfer, the Warrant Agent shall hold each such payment the Warrant Exercise Purchase Price in a segregated trust account for the benefit of the holder hereof in a segregated trust account)Certificateholders.
(c) A notice If the Warrant Agent receives the Warrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1 by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Notice Date, the holder notice of exercise given on such Warrant Exercise Notice Date shall be irrevocable and unconditional. If, by 11:00 a.m. (New York City time) on the Call Warrant being exercised Exercise Notice Date, the Warrant Agent has not paid received the Call PriceWarrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1, then the notice of exercise given on such notice Warrant Exercise Notice Date shall automatically expire be deemed to be invalid and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) Upon the occurrence of a redemption of the Underlying Securities by the Underlying Issuer (whether such redemption occurs before or after September 29, 2011), Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, (i) if In-the-Money, be deemed to be exercised on a pro rata basis for each holder of Call Warrants, and will be cash-settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clause (i) through (iii) in Section 10(g) of the Trust Agreement, or (ii) if not In-the-Money, expire worthless on a pro rata basis for each Warrantholder as the result of which the number of outstanding Warrants held by each Warrantholder is reduced proportionately so that the amount of Underlying Securities callable by the exercise of Call Warrants equals the amount of Underlying Securities still owned by the Trustee on behalf of the Trust.
(e) The Call Warrants will become immediately exercisable upon the occurrence of an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after September 29, 2011) and, if the Call Warrants are (i) In-the-Money or At-the-Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(j) of the Trust Agreement, or (ii) not In-the-Money or At-the-Money, to the extent the Warrantholders fail to exercise their Call Warrants, shall expire worthless.
(f) In the event that the Trustee receives money in respect of the Underlying Securities as a result of a Payment Default on, or an Acceleration of, the Underlying Securities, the Call Warrants, if (i) In-the-Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(c) of the Trust Agreement, or (ii) not In-the-Money, shall expire worthless.
Appears in 1 contract
Sources: Corts Trust Agreement (Structured Products Corp CorTS Trust v for IBM Debentures)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of the Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Pr▇▇▇ ▇▇r a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or redemption by the Trust pursuant to Sections 5(h)(iii) and 7(g)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Ford Motor Co Note Backed Ser 2003-6)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee at any time delivered by 1 pm on or before the a Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date (such Business Day upon which such notice is delivered to the Warrant Agent, the “Warrant Exercise Notice Date”), by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call the Warrant Exercise Date, and such holder shall thereupon shall, on the Warrant Exercise Date, be entitled to delivery of the Certificates in Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise and settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder on the Warrant Exercise Notice Date pursuant to clause (a) of this Section
1.1Section I.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 12:00 p.m. (New York City time) on the applicable Call Date (andWarrant Exercise Date. Pending transfer of the Warrant Exercise Purchase Price to the Trustee on the applicable Warrant Exercise Date, pending such transfer, the Warrant Agent shall hold each such payment the Warrant Exercise Purchase Price in a segregated trust account for the benefit of the holder hereof in a segregated trust account)Certificateholders.
(c) A notice If the Warrant Agent receives the Warrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1 by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Notice Date, the holder notice of exercise given on such Warrant Exercise Notice Date shall be irrevocable and unconditional. If, by 11:00 a.m. (New York City time) on the Call Warrant being exercised Exercise Notice Date, the Warrant Agent has not paid received the Call PriceWarrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1, then the notice of exercise given on such notice Warrant Exercise Notice Date shall automatically expire be deemed to be invalid and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) Upon the occurrence of a redemption of the Underlying Securities by the Underlying Issuer (whether such redemption occurs before or after [___________]), Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, (i) if In–the–Money, be deemed to be exercised on a pro rata basis for each holder of Call Warrants, and will be cash–settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clause (i) through (iii) in Section 10(g) of the Trust Agreement, or (ii) if not In–the–Money, expire worthless on a pro rata basis for each Warrantholder as the result of which the number of outstanding Warrants held by each Warrantholder is reduced proportionately so that the amount of Underlying Securities callable by the exercise of Call Warrants equals the amount of Underlying Securities still owned by the Trustee on behalf of the Trust.
(e) The Call Warrants will become immediately exercisable upon the occurrence of an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after [__________]) and, if the Call Warrants are (i) In–the–Money or At–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(j) of the Trust Agreement, or (ii) not In–the–Money or At–the–Money, to the extent the Warrantholders fail to exercise their Call Warrants, shall expire worthless.
(f) In the event that the Trustee receives money in respect of the Underlying Securities as a result of a Payment Default on the Underlying Securities, the Call Warrants, if (i) In–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(c) of the Trust Agreement, or (ii) not In–the–Money, shall expire worthless.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), in whole or in part, ) on any Call Date, set forth in a . The Warrant Holder shall represent and agree to the following conditions that apply to any exercise of Call Warrants:
(i) Each exercise of Call Warrants shall relate to at least 500 Call Warrants (or $500,000 aggregate principal amount of Underlying Securities).
(ii) A written notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the related Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 five but not more than 30 Business Days before such Call Date.
(iii) Except in the case of any exercise of Global Call Warrants, by the Warrant Holder shall surrender of this the Call Warrant Warrants with respect to the Called Underlying Securities to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iv) Except as otherwise provided that such holder herein, in connection with a Call Notice relating to a tender offer for, or redemption of, Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date.
(v) The Warrant Holder shall be solvent at the time of any exercise of the Call Warrants.
(b) Upon exercise of Call Warrants, and such holder any Warrant Holder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The "Called Underlying Securities" shall be the Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the related Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant HolderWarrantholder"), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date (such Business Day upon which such notice is delivered to the Warrant Agent, the "Warrant Exercise Notice Date"), by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that at the time such holder delivers such notice to the Warrant Agent, such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call the Warrant Exercise Notice Date, and such holder shall thereupon shall, on the Warrant Exercise Date, be entitled to delivery of the Certificates in Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise and settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder on the Warrant Exercise Notice Date pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 12:00 p.m. (New York City time) on the applicable Call Date (andWarrant Exercise Date. Pending transfer of the Warrant Exercise Purchase Price to the Trustee on the applicable Warrant Exercise Date, pending such transfer, the Warrant Agent shall hold each such payment the Warrant Exercise Purchase Price in a segregated trust account for the benefit of the holder hereof in a segregated trust account)Certificateholders.
(c) A notice If the Warrant Agent receives the Warrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1 by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Notice Date, the holder notice of exercise given on such Warrant Exercise Notice Date shall be irrevocable and unconditional. If, by 11:00 a.m. (New York City time) on the Call Warrant being exercised Exercise Notice Date, the Warrant Agent has not paid received the Call PriceWarrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1, then the notice of exercise given on such notice Warrant Exercise Notice Date shall automatically expire be deemed to be invalid and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) Upon the occurrence of a redemption of the Underlying Securities by the Underlying Issuer (whether such redemption occurs before or after October 20, 2011), Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, (i) if In-the-Money, be deemed to be exercised on a pro rata basis for each holder of Call Warrants, and will be cash-settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clause (i) through (iii) in Section 10(g) of the Trust Agreement, or (ii) if not In-the-Money, expire worthless on a pro rata basis for each Warrantholder as the result of which the number of outstanding Warrants held by each Warrantholder is reduced proportionately so that the amount of Underlying Securities callable by the exercise of Call Warrants equals the amount of Underlying Securities still owned by the Trustee on behalf of the Trust.
(e) The Call Warrants will become immediately exercisable upon the occurrence of an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after October 20, 2011) and, if the Call Warrants are (i) In-the-Money or At-the-Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(j) of the Trust Agreement, or (ii) not In-the-Money or At-the-Money, to the extent the Warrantholders fail to exercise their Call Warrants, shall expire worthless.
(f) In the event that the Trustee receives money in respect of the Underlying Securities as a result of a Payment Default on, or an Acceleration of, the Underlying Securities, the Call Warrants, if (i) In-the-Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(c) of the Trust Agreement, or (ii) not In-the-Money, shall expire worthless.
Appears in 1 contract
Sources: Corts Supplement Agreement (Structured Products Corp. CorTS Trust VI for IBM Debentures)
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $505,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 4.3 hereof no later than 10:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(h) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The “Called Underlying Securities” shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 505,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(h) of the Series Supplement.
(d) If at any time a Trust Reporting Event occurs on or after June 1, 2017, and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Notice is received by the Warrant Agent prior to the liquidation or distribution of the Underlying Securities.
Appears in 1 contract
Sources: Trust Agreement (Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2012-1)
Manner of Exercise. (a) This Each of the Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call Datethat, set forth for each Warrant Exercise Date the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The “Called Underlying Securities” shall be Underlying Securities having a principal amount equal to $500,000 per exercised Call Warrant. The following conditions shall apply to any exercise of the Call Warrants:
(i) A written notice in the form of Exhibit I attached to the Call Warrants (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender the Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the called Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II attached to the Call DateWarrants.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call Warrants set forth in Section 8 of the Series Supplement. Upon exercise of the Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementSecurities.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(j) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after August 15, 2012) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(g) of the Trust Agreement. Notwithstanding the foregoing, if at any time an SEC Reporting Failure occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Class A Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the form of subscription ("Form of Subscription Subscription") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having an Initial Amortizing Notional Balance equal to $1,000 per Call Warrant. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Goldman Sachs Cap 1 Sec BCK Ser 2004-7 Class A1)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Certificates, Call Warrants relating to the Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Cal▇ ▇▇▇▇e for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 [25] per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice (a "Call Notice") delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 10 per Call Warrant purchased hereunder in accordance with this Article I (if exercised in wholeeach case subject to the provisions of Section 7(b) of the Series Supplement); provided further that that, in the Warrant Holder case of a call in part, the Call Warrants may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage be exercised in lots of all Class A-1 Certificates and Class A-2 Certificates, respectively100; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Upon exercise of Call Warrants, any Warrant Agent shall notify Holder other than the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment Depositor or any Affiliate of the applicable Call Price from such holder pursuant Depositor shall be entitled to clause (a) delivery of this Section
1.1the Called Certificates. The Warrant Agent "Called Certificates" shall transfer each payment made by the holder hereof pursuant be Certificates having a Certificate Principal Amount equal to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such $10 per Call Warrant. The expiration of a notice by Any Warrant Holder which is the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms Depositor or any Affiliate of the Trust AgreementDepositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Certificates.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The ▇▇▇▇ Price for a call in connection with a tender offer shall be deducted from the terms proceeds of a tender offer by the Trust pursuant to Section 7(g)(iii) of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Corporate Backed Trust Certs 2002-16)
Manner of Exercise. (a) This Call Exchange Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, during normal business hours on any Call DateBusiness Day during any Exercise Period by its surrender, set forth in with the form of subscription notice at the end hereof (or a written notice delivered reasonable facsimile thereof) (the "Subscription Notice") duly executed by such Holder, to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent Company at its principal office at the address set forth in Section 6.3 12 hereof no later than 10:00 a.m. (New York City time) on or at such Call Date; provided that such holder shall have made payment other address as the Company may hereafter notify the Holder in writing), or at the office of its stock transfer agent or warrant agent, if any, accompanied by a duly executed instrument of transfer with respect to the Warrant Agentnumber of ASLP Regular Partnership Units designated in such Subscription Notice and, by wire transfer or other immediately available funds acceptable subject to the Warrant Agentany adjustment as provided in Section 2 below, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder Holder shall thereupon be entitled to delivery receive (x) a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the IDS Share Exchange Number and (y) IDS Notes in an aggregate principal amount equal to the IDS Note Exchange Number, some or all of which may be immediately combined into IDSs, at the option of the Certificates in Holder. The Company will cause its subsidiaries to guarantee the IDS Notes so issued on a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplementpari passu basis with its other outstanding IDS Notes.
(b) The Warrant Agent Subject to Section 2 below, the "IDS Share Exchange Number" shall notify be calculated at any time as follows: IDS Share Exchange Number = CS * K/(A+B), where: CS= the Trustee number of shares of Common Stock outstanding immediately upon receipt prior to the exercise of the Exchange Warrant. K= the beneficial ownership of Holdings Partnership Units represented by the Warrant Agent ASLP Regular Partnership Units exchanged. K is calculated by multiplying (i) the number of Holdings Partnership Units held by ASLP immediately prior to the exercise of the Exchange Warrant, by (ii) a notice fraction, the numerator of which is the number of ASLP Regular Partnership Units exchanged, and the denominator of which is the total number of ASLP Partnership Units then outstanding.
A= the number of Holdings Partnership Units held by the holder of this Call Warrant and upon receipt of payment Company immediately prior to the exercise of the applicable Call Price from such holder pursuant to clause Exchange Warrant. B= the number of Holdings Partnership Units that the Company could obtain upon redemption by ASLP of all ASLP Partnership Units (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application other than those acquired pursuant to the Trust Agreement on exchange) owned by the applicable Call Date (and, pending such transfer, shall hold each such payment for Company immediately following the benefit exercise of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Exchange Warrant does not impose any obligations on a holder of a Call Warrant in any way pursuant to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder Section 1.2 of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire Exchange and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Registration Rights Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount Term Assets equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Call Warrant Exercise Purchase Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the form of subscription ("Form of Subscription Subscription") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Cal▇ ▇▇▇▇e for a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp At&t Note Backed Series 2003-18)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Each of these Call Warrant Warrants may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call that, for each Warrant Exercise Date, set forth the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The following conditions shall apply to any exercise of these Call Warrants:
(i) A written notice in the form of Exhibit I hereto (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender these Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II hereto.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call DateWarrants set forth in Section 8 of the Series Supplement. Upon exercise of these Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The “Called Underlying Securities” shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 500,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(j) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after August 15, 2012) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(g) of the Trust Agreement. Notwithstanding the foregoing, if at any time an SEC Reporting Failure occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Class A Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 10 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Each of the Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant HolderWarrantholder"), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call Datethat, set forth for each Warrant Exercise Date the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000 and multiples thereof. The "Called Underlying Securities" shall be Underlying Securities having a principal amount equal to $500,000 per exercised Call Warrant. The following conditions shall apply to any exercise of the Call Warrants:
(i) A written notice in the form of Exhibit I attached to the Call Warrants (the "Call Notice") specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender the Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the called Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II attached to the Call DateWarrants.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call Warrants set forth in Section 8 of the Series Supplement. Upon exercise of the Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementSecurities.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(j) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after July 15, 2012) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(g) of the Trust Agreement. Notwithstanding the foregoing, if at any time an SEC Reporting Failure occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Sources: Warrant Agent Agreement (Synthetic Fixed Income Securities Inc)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice (a "Call Notice") delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of, in the case of the Class A-1 Call Warrants, Class A-1 Certificates in a Certificate Principal Amount equal to $25 per Class A-1 Call Warrant and, in the case of the Class A-2 Call Warrants, Class A-2 Certificates in an amount per Call Warrant equal to a $1,000 principal amount of Class A-2 Certificates purchased hereunder in accordance with this Article I (if exercised in wholeeach case subject to the provisions of Section 7(b) of the Series Supplement); provided further that the Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Class A-1 Warrants relating to the Class A-1 Certificates and Class A-2 Call Warrants relating to Class A-1 Certificates and Call Warrants relating to the Class A-2 Certificates which represent a like percentage of for all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The Warrant Agent "Called Certificates" shall notify be, in the Trustee immediately upon receipt by the Warrant Agent case of Class A-1 Certificates, Class A-1 Certificates having a notice by the holder of this Certificate Principal Amount equal to $25 per Class A-1 Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transferin the case of Class A-2 Certificates, shall hold each such payment for the benefit of the holder hereof in Class A-2 Certificates having a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way Certificate Principal Amount equal to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such $1,000 per Class A-2 Call Warrant. The expiration of a notice by Any Warrant Holder which is the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms Depositor or any Affiliate of the Trust AgreementDepositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice (a "Call Notice") delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of, in the case of the Class A-1 Call Warrants, Class A-1 Certificates in a Certificate Principal Amount equal to $25 [25] per Class A-1 Call Warrant and, in the case of the Class A-2 Call Warrants, Class A-2 Certificates in an amount per Call Warrant equal to a $[100] principal amount of Class A-2 Certificates purchased hereunder in accordance with this Article I (if exercised in wholeeach case subject to the provisions of Section 7(b) of the Series Supplement); provided further that the Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Class A-1 Warrants relating to the Class A-1 Certificates and Class A-2 Call Warrants relating to Class A-1 Certificates and Call Warrants relating to the Class A-2 Certificates which represent a like percentage of for all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)
Manner of Exercise. (a) This Each of the Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant HolderWarrantholder"), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call Datethat, set forth for each Warrant Exercise Date the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $500,000. The following conditions shall apply to any exercise of the Call Warrants:
(i) A written notice in the form of Exhibit I attached to the Call Warrants (the "Call Notice") specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender the Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that such holder Notice relating to a tender offer for Underlying Securities, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II attached to the Call DateWarrants.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call Warrants set forth in Section 8 of the Series Supplement. Upon exercise of the Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in Called Underlying Securities. The "Called Underlying Securities" shall be Underlying Securities having a Certificate Principal Amount principal amount equal to $25 500,000 per exercised Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection I.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Call Warrant Exercise Purchase Price, then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(j) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after June 1, 2011) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(g) of the Trust Agreement.
(e) The Call Warrants may also be exchanged, together with the Certificates of each Class, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section I.2.
Appears in 1 contract
Sources: Warrant Agent Agreement (Synthetic Fixed Income Securities Inc)
Manner of Exercise. (a) This Call Warrant may be exercised by the holder hereof (each, a "Warrant Holder"“Warrantholder”), in whole or in part, on any Call Warrant Exercise Date, set forth in a the prior written notice delivered to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least 5 Business Days fifteen (15) days before such Call Warrant Exercise Date (such Business Day upon which such notice is delivered to the Warrant Agent, the “Warrant Exercise Notice Date”), by surrender of this Call Warrant to the Warrant Agent at its office set forth in Section 6.3 VI.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Call Warrant Exercise Date; provided that at the time such holder delivers such notice to the Warrant Agent, such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such Call the Warrant Exercise Notice Date, and such holder shall thereupon shall, on the Warrant Exercise Date, be entitled to delivery of the Certificates in Underlying Securities with a Certificate Principal Amount principal amount equal to $25 1,000 per Call Warrant (if exercised purchased hereunder in whole)accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder Warrantholder may not exercise this Call Warrant at any time when such Warrant Holder Warrantholder is insolvent, and in connection therewith, such Warrant Holder Warrantholder shall be required to certify that it is solvent at the time of exercise and settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementWarrant Exercise Date.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder on the Warrant Exercise Notice Date pursuant to clause (a) of this Section
1.1Section I.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 12:00 p.m. (New York City time) on the applicable Call Date (andWarrant Exercise Date. Pending transfer of the Warrant Exercise Purchase Price to the Trustee on the applicable Warrant Exercise Date, pending such transfer, the Warrant Agent shall hold each such payment the Warrant Exercise Purchase Price in a segregated trust account for the benefit of the holder hereof in a segregated trust account)Certificateholders.
(c) A notice If the Warrant Agent receives the Warrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1 by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Notice Date, the holder notice of exercise given on such Warrant Exercise Notice Date shall be irrevocable and unconditional. If, by 11:00 a.m. (New York City time) on the Call Warrant being exercised Exercise Notice Date, the Warrant Agent has not paid received the Call PriceWarrant Exercise Purchase Price from the Warrantholder as provided in clause (a) of this Section I.1, then the notice of exercise given on such notice Warrant Exercise Notice Date shall automatically expire be deemed to be invalid and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
(d) Upon the occurrence of a redemption of the Underlying Securities by the Underlying Issuer (whether such redemption occurs before or after [___________]), Call Warrants proportionate to the amount of Underlying Securities to be redeemed will, (i) if In–the–Money, be deemed to be exercised on a pro rata basis for each holder of Call Warrants, and will be cash–settled for an amount equal to any remaining redemption proceeds after the payments made pursuant to clause (i) through (iii) in Section 10(g) of the Trust Agreement, or (ii) if not In–the–Money, expire worthless on a pro rata basis for each Warrantholder as the result of which the number of outstanding Warrants held by each Warrantholder is reduced proportionately so that the amount of Underlying Securities callable by the exercise of Call Warrants equals the amount of Underlying Securities still owned by the Trustee on behalf of the Trust.
(e) The Call Warrants will become immediately exercisable upon the occurrence of an SEC Reporting Failure (whether such SEC Reporting Failure occurs before or after [__________]) and, if the Call Warrants are (i) In–the–Money or At–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(j) of the Trust Agreement, or (ii) not In–the–Money or At–the–Money, to the extent the Warrantholders fail to exercise their Call Warrants, shall expire worthless.
(f) In the event that the Trustee receives money in respect of the Underlying Securities as a result of a Payment Default on the Underlying Securities, the Call Warrants, if (i) In–the–Money, shall be deemed to be exercised without further action by the Warrantholders and cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(c) of the Trust Agreement, or (ii) not In–the–Money, shall expire worthless.
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Certificates, Call Warrants relating to the Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(cd) A notice by the holder Delivery of a Call Warrant Notice does not impose any obligations give rise to an obligation on a holder the part of a Call the Warrant in any way Holder to pay any the Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then such notice the Call Notice shall automatically expire and none of the holder of such Call WarrantWarrant Holder, the Warrant Agent and or the Trustee shall have any obligations obligation with respect to such notice by the holder of such Call WarrantNotice. The expiration of a notice by the holder of this Call Warrant Notice shall in no way affect a holder of a Call Warrantthe Warrant Holder's right to subsequently deliver a notice which satisfies Call Notice at a later date. The Call Price ▇▇▇ a call in connection with a tender offer or redemption shall be deducted from the terms proceeds of a tender offer or a redemption by the Trust pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Trust AgreementSeries Supplement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp Boeing Note Backed Series 2003 7)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee the opinion (in a form reasonably satisfactory to the Trustee of the opinion Trustee) and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied all conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant, and in the case of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
(c) The Warrant Agent shall notify the Trustee immediately upon its receipt by the Warrant Agent of a notice by the holder of this Call Warrant Notice and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1Price. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) amount of this Section 1.1 any paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment amount for the benefit of the holder hereof Warrant Holder in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant HolderWARRANT HOLDER"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "CALL NOTICE") specifying that all, but not less than all the Call Warrants are being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 five (5) Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; .
(iii) Except as otherwise provided that such holder herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the iv) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form form of Subscription subscription ("FORM OF SUBSCRIPTION") attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(d)(ii) of the Series Supplement.
(v) The Warrant Holder shall have satisfied all conditions to the exercise of the Call Warrants set forth in Section 7(d) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this Call Warrant and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder Upon exercise of the Call Warrants, any Warrant being exercised has not paid Holder other than the Call Price, then such notice shall automatically expire and none Depositor or any Affiliate of the holder Depositor shall be entitled to delivery by the Trustee of such the Called Certificates. The "CALLED CERTIFICATES" shall be, in the case of the Class A Certificates, Class A Certificates having a Certificate Principal Balance equal to $1,000 per Call Warrant, and in the Warrant Agent and case of the Trustee shall have any obligations with respect Class X Certificates, Class X Certificates having a notional balance equal to such notice by the holder of such $4,000,000 per Call Warrant. The expiration of a notice by ; provided, however, that Called Certificates must meet the holder of this Call Warrant shall minimum denomination requirements set forth in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms Section 3(a) of the Trust Agreement.Series Supplement. Unless otherwise specified therein, each Call Notice shall be deemed to be notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement; it being expressly understood that any Optional Exchange must comply with provisions of Section 7(a) and 7(b)
Appears in 1 contract
Manner of Exercise. (a) This Call Warrant Warrants may be exercised by the any holder hereof thereof (each, a "Warrant Holder"), ) in whole or in part, part on any Call Date. The following conditions shall apply to any exercise of Call Warrants:
(i) A notice (each, set forth in a written notice "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by .
(ii) The Warrant Holder shall surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder .
(iii) The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such the Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant .
(if exercised in whole); provided further that the iv) The Warrant Holder may only shall exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called .
(the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the v) The Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver by delivering to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv7(b)(ii) of the Series Supplement.
(vi) The Warrant Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement.
(b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The Warrant Agent "Called Certificates" shall notify be, in the Trustee immediately upon receipt by case of the Warrant Agent of Class A-1 Certificates, Class A-1 Certificates having a notice by the holder of this Certificate Principal Amount equal to $10 per Call Warrant and upon receipt of payment and, in the case of the applicable Call Price from such holder pursuant Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Amount equal to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such $1,000 per Call Warrant. The expiration Unless otherwise specified therein, such Call Notice shall be deemed to be notice of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right an Optional Exchange pursuant to subsequently deliver a notice which satisfies the terms Section 7(a) of the Trust AgreementSeries Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and Class A-2 Certificates.
Appears in 1 contract
Sources: Series Supplement (Lehman Abs Corp)
Manner of Exercise. (a) This Each of the Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"“Warrantholder”), on any Warrant Exercise Date. Each Call Warrant may be exercised in whole or in part; provided, on any Call Datethat, set forth for each Warrant Exercise Date the exercising Warrantholder (or, if applicable, two or more affiliated Warrantholders) must purchase Called Underlying Securities in a minimum aggregate principal amount of $508,000 and multiples thereof. The “Called Underlying Securities” shall be Underlying Securities having a principal amount equal to $508,000 per exercised Call Warrant. The following conditions shall apply to any exercise of the Call Warrants:
(i) A written notice in the form of Exhibit I attached to the Call Warrants (the “Call Notice”) specifying the number of Call Warrants being exercised and the Warrant Exercise Date shall be delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days 10 but not greater than 60 days before such Warrant Exercise Date.
(ii) The Warrantholder shall surrender the Call Date, by surrender of this Call Warrant Warrants to the Warrant Agent at its office set forth specified in Section 6.3 hereof no later than 10:00 11:00 a.m. (New York City time) on such Warrant Exercise Date.
(iii) Except in connection with a Call Date; provided that Notice relating to a tender offer for Underlying Securities where the called Underlying Securities cannot be delivered to the relevant Warrantholder due to time constraints or other restrictions relating to such holder tender, which shall be settled as set forth in Section 10(j) of the Series Supplement, the Warrantholder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Warrant Exercise Purchase Price for the exercised Call PriceWarrants, in a manner such that funds are available to the Warrant Agent no later than 10:00 11:00 a.m. (New York City time) on such the Warrant Exercise Date and shall have delivered in connection with its payment, an executed subscription for the Underlying Securities in the form of Exhibit II attached to the Call DateWarrants.
(iv) The Warrantholder shall have satisfied all conditions to the exercise of Call Warrants set forth in Section 8 of the Series Supplement. Upon exercise of the Call Warrants, and such holder the Warrantholder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Holder may only exercise Call warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series SupplementSecurities.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Warrant Exercise Purchase Price from such holder pursuant to clause (a) of this SectionSection 1.
1.11. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Call Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Warrant Exercise Purchase Price. If, by 10:00 11:00 a.m. (New York City time) on the Call Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price (except in connection with a Call PriceNotice relating to a tender offer for Underlying Securities that will not be delivered to the relevant Warrantholder), then such notice shall automatically expire and none of the holder holders of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's ’s right to subsequently deliver a notice which satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price for a call in connection with a tender offer shall be deducted from the proceeds of a tender offer by the Trust pursuant to Section 10(j) of the Series Supplement.
(d) The Call Warrants will become immediately exercisable upon an Trust Reporting Event (whether such Trust Reporting Event occurs before or after October 1, 2016) and, if the Call Warrants are in the money, as defined in the Trust Agreement, they will be deemed to be exercised without further action by the Warrantholders and will be cash settled concurrently with the distribution to Certificateholders, as provided in Section 10(g) of the Trust Agreement. Notwithstanding the foregoing, if at any time a Trust Reporting Event occurs and is continuing, Warrantholders will have the right to exercise the Call Warrants so long as the Call Warrants are exercised prior to the liquidation or distribution of the Underlying Securities.
(e) The Call Warrants may also be exchanged, together with Certificates, for Underlying Securities, upon compliance with the provisions of Section 8(f) of the Series Supplement, and any such exchange shall be deemed an exercise of the related Call Warrants for purposes of the transfer of the exchanged principal amount of Underlying Securities pursuant to Section 1.2.
Appears in 1 contract
Sources: Warrant Agent Agreement (Fixed Income Trust for Goldman Sachs Subordinated Notes, Series 2011-1)
Manner of Exercise. (a) This The Call Warrant Warrants may be exercised by the holder hereof thereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by surrender of this the Call Warrant Warrants to the Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date; provided that such holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the Warrant Agent, in the amount of the applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Certificates in a Certificate Principal Amount equal to $25 per Call Warrant (if exercised in whole)the case of the Class A-1 Certificates and $1,000 per Call Warrant in the case of Class A-2 Certificates, in each case, purchased hereunder in accordance with this Article I; provided further that the Warrant Holder may only exercise Call warrants Warrants if it is simultaneously exercising Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates, respectively; provided further that if the Warrant Holder is the Depositor or an Affiliate thereof, such Warrant Holder shall not be entitled to delivery of the Certificates being called (the "Called Certificates"), and shall only be entitled to receive the cash proceeds of the sale of the Underlying Securities related to such Called Certificates; and provided further that the Warrant Holder may not exercise this the Call Warrant Warrants at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the time of exercise settlementexercise, by completing the Form of Subscription attached to this the Call Warrant Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the opinion and the solvency certificate required pursuant to Section 7(b)(iv) of the Series Supplement. Such notice of the exercise of a Call Warrant shall be deemed to be notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement.
(b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder of this the Call Warrant Warrants and upon receipt of payment of the applicable Call Price from such holder pursuant to clause (a) of this Section
1.1. The Warrant Agent shall transfer each payment made by the holder hereof thereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof thereof in a segregated trust account).
(c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and none of the holder of such Call Warrant, the Warrant Agent and the Trustee shall have any obligations with respect to such notice by the holder of such Call Warrant. The expiration of a notice by the holder of this Call Warrant shall in no way affect a holder of a Call Warrant's right to subsequently deliver a notice which satisfies the terms of the Trust Agreement.
Appears in 1 contract
Sources: Corporate Backed Trust Certificates (Lehman Abs Corp)