Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less than the entire Unit Principal Balance of such Unit provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (which, in the case of any Registered Unit, shall be in the name of the Holder of such exchanged Unit). (b) Unless otherwise provided in the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder will be entitled to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act. The Trust Agreement shall set forth additional terms pertaining to any right of exchange, including but are not limited to, the following: (i) a requirement that the exchanging Holder tender to the Trustee Units of each Class within such Exchangeable Series; (ii) a minimum Unit Principal Balance or Notional Amount, as applicable, with respect to each Unit being tendered for exchange; (iii) a requirement that the Unit Principal Balance or Notional Amount, as applicable, of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement; (iv) specified dates during which a Holder may effect such an exchange (each, an "Optional Exchange Date"); (v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust; (vi) adjustments to the value of the proceeds of any exchange based upon the Unitholder's allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and (vii) a requirement that the exchanging holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee. (c) Unless the Trust Agreement states that "Depositor Optional Exchange" does not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consent. (d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 5 contracts
Sources: Trust Agreement (MS Structured Asset Corp), Trust Agreement (MS Structured Asset Corp), Trust Agreement (MS Structured Asset Corp)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the ▇▇▇▇▇▇▇▇▇), s▇▇▇ ▇xchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affi▇▇▇▇▇▇ P▇▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than the ▇▇▇▇▇▇▇▇▇), s▇▇▇ ▇xchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affi▇▇▇▇▇▇ P▇▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 4 contracts
Sources: Trust Supplement (PPLUS Trust Series DCNA-1), Series Supplement (Pplus Trust Series CSF-1), Series Supplement (Merrill Lynch Depositor Inc Pplus Trust Series GSC-1)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than th▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇▇ exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than th▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇▇ exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 4 contracts
Sources: Trust Supplement (Merrill Lynch Depositor Inc Pplus Trust Series GSC-1), Series Supplement (PPlus Trust Series LMG-4), Series Supplement (Pplus Trust Series GSC-3)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than t▇▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇h exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than t▇▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇h exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 2 contracts
Sources: Series Supplement (PPLUS Trust Series DCNA-1), Trust Supplement (PPLUS Trust Series DCNA-1)
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit Certificate of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable UnitholderHolder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 90 days prior to an Optional Exchange Date (or such other longer notice period specified in the related Terms Schedule) (i) such Unit Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of Registered UnitsCertificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered UnitCertificate, the Unit Certificate Principal Balance or Notional Amount of such Registered Unit Certificate to be exchanged, the certificate number or a description of the tenor and terms of such Registration UnitCertificate, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit Certificate by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit Certificate for less than the entire Unit Certificate Principal Balance of such Unit Certificate provided that the Unit Certificate Principal Balance or Notional Amount, as applicable, of such Unit Certificate remaining outstanding Outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement Terms Schedule are satisfied. Upon such partial exchange, such Unit Certificate shall be canceled and a new Unit Certificate or Units Certificates for the remaining Unit Certificate Principal Balance thereof shall be issued (which, in the case of any Registered UnitCertificate, shall be in the name of the Holder of such exchanged UnitCertificate).
(b) Unless otherwise provided in the Trust AgreementTerms Schedule, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder Holder will be entitled to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit Certificate being exchanged, in the manner and to the extent described in the Trust AgreementTerms Schedule. Alternatively, if so specified in the Trust AgreementTerms Schedule, the applicable UnitholderHolder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such UnitholderHolder, such pro rata share of the Trust Property, in which event the Unitholder Holder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust AgreementTerms Schedule. Any Notwithstanding anything herein to the contrary, (i) no exchange may be effected by any Holder during the first six months following an investment in the Certificates and, thereafter, an exchange notice of at least 90 days (or such other longer notice period specified in the related Terms Schedule) will be required for any exchange and (ii) any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940 and all applicable rules, regulations and interpretations thereunder. The Trust Agreement Terms Schedule shall set forth additional terms pertaining to any right of exchange, including but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Units Certificates of each Class within such Exchangeable Series;
(ii) a minimum Unit Certificate Principal Balance or Notional Amount, as applicable, with respect to each Unit Certificate being tendered for exchange;
(iii) a requirement that the Unit Certificate Principal Balance or Notional Amount, as applicable, of each Unit Certificate tendered for exchange be an integral multiple of an amount specified in the Trust AgreementTerms Schedule;
(iv) specified dates during which a Holder may effect such an exchange (each, an "Optional Exchange Date"); provided, however, that no exchange may be effected during the first six months following an investment in the Certificates;
(v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust;
(vi) adjustments to the value of the proceeds of any exchange based upon the UnitholderHolder's allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust AgreementTerms Schedule; and
and (vii) a requirement that the exchanging holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.
(c) Unless . If the Trust Agreement Terms Schedule states that "Depositor Optional Exchange" does not apply is applicable to the Units Certificates of a given Series, any Units Certificates held or beneficially owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates affiliates, but not by other Holders, for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion subject to one or more of the Trust Property if: conditions set forth in (ib) above and as described in the exchange is made with respect Terms Schedule, to a minimum Unit Principal Balance of $250,000 the above limitations under Rule 3a-7 and in $25 integral multiples in excess thereof; (ii) to such exchange is to other conditions as may be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentTerms Schedule.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 2 contracts
Sources: Trust Agreement (Comcertz Abs Corp), Trust Agreement (Comcertz Abs Corp)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other tha▇ ▇▇▇ ▇▇▇▇▇▇tor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other tha▇ ▇▇▇ ▇▇▇▇▇▇tor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 2 contracts
Sources: Series Supplement (Merrill Lynch Depositor Inc Pplus Trust Series CMT-1), Series Supplement (Merrill Lynch Depositor Inc Pplus Trust Series CMT-1)
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less than the entire Unit Principal Balance of such Unit provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement Terms Schedule are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (which, in the case of any Registered Unit, shall be in the name of the Holder of such exchanged Unit).
(b) Unless otherwise provided in the Trust AgreementTerms Schedule, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder will be entitled to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust AgreementTerms Schedule. Alternatively, if so specified in the Trust AgreementTerms Schedule, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust AgreementTerms Schedule. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act. The Trust Agreement Terms Schedule shall set forth additional terms pertaining to any right of exchange, including but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Units of each Class within such Exchangeable Series;
(ii) a minimum Unit Principal Balance or Notional Amount, as applicable, with respect to each Unit being tendered for exchange;
(iii) a requirement that the Unit Principal Balance or Notional Amount, as applicable, of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust AgreementTerms Schedule;
(iv) specified dates during which a Holder may effect such an exchange (each, an "Optional Exchange Date");
(v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust;
(vi) adjustments to the value of the proceeds of any exchange based upon the Unitholder's allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust AgreementTerms Schedule; and
(vii) a requirement that the exchanging holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.
(c) Unless If the Trust Agreement Terms Schedule states that "Depositor Optional Exchange" does not apply is applicable to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates affiliates, but not by other Unitholders, for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion subject to one or more of the Trust Property if: conditions set forth in (ib) above and as described in the exchange is made with respect Terms Schedule, to a minimum Unit Principal Balance of $250,000 the above limitations under Rule 3a-7 and in $25 integral multiples in excess thereof; (ii) to such exchange is to other conditions as may be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentTerms Schedule.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 2 contracts
Sources: Trust Agreement (MSDW Structured Asset Corp), Trust Agreement (MSDW Structured Asset Corp)
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series Merrill Lynch & Co. or ▇▇▇ ▇▇ ▇▇▇ ▇ffiliates (other than the Depositor), if it holds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & ▇▇. The ▇▇ ▇n▇ ▇▇ its Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or ▇▇▇ ▇▇ ▇▇▇ ▇ffiliates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or ▇▇▇ ▇▇ ▇▇▇ ▇ffiliates (other than the Depositor), if it holds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & ▇▇. ▇▇ ▇n▇ ▇▇ its Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or ▇▇▇ ▇▇ ▇▇▇ ▇ffiliates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 2 contracts
Sources: Trust Supplement (PPLUS Trust Series LMG-3), Trust Supplement (PPLUS Trust Series LMG-3)
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date (i) such Unit with the form entitled "“Option to Elect Exchange" ” on the reverse thereof duly completed or (ii) in the case of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "“Option to Elect Exchange" ” on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less than the entire Unit Principal Balance of such Unit provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (which, in the case of any Registered Unit, shall be in the name of the Holder of such exchanged Unit).
(b) Unless otherwise provided in the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder will be entitled to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's ’s and such Trust's ’s continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act. The Trust Agreement shall set forth additional terms pertaining to any right of exchange, including but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Units of each Class within such Exchangeable Series;
(ii) a minimum Unit Principal Balance or Notional Amount, as applicable, with respect to each Unit being tendered for exchange;
(iii) a requirement that the Unit Principal Balance or Notional Amount, as applicable, of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;
(iv) specified dates during which a Holder may effect such an exchange (each, an "“Optional Exchange Date"”);
(v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust;
(vi) adjustments to the value of the proceeds of any exchange based upon the Unitholder's ’s allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) a requirement that the exchanging holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.
(c) Unless the Trust Agreement states that "“Depositor Optional Exchange" ” does not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consent.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 1 contract
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other tha▇ ▇▇▇ ▇▇▇▇▇▇tor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of ▇▇▇ ▇ffiliates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other tha▇ ▇▇▇ ▇▇▇▇▇▇tor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Af▇▇▇▇▇▇▇d ▇▇▇▇on holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 1 contract
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series Merrill Lynch & Co. or ▇▇▇ ▇▇ i▇▇ ▇▇filiates (other than the Depositor), if it holds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & ▇▇. The ▇▇ ▇▇y ▇▇ ▇ts Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or ▇▇▇ ▇▇ i▇▇ ▇▇filiates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or ▇▇▇ ▇▇ i▇▇ ▇▇filiates (other than the Depositor), if it holds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & ▇▇. ▇▇ ▇▇y ▇▇ ▇ts Affiliates (other than the Depositor), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or ▇▇▇ ▇▇ i▇▇ ▇▇filiates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 1 contract
Sources: Trust Agreement (Merrill Lynch Depositor Inc Pplus Trust Series TWC-1)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇r), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affi▇▇▇▇▇▇ P▇▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇r), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affi▇▇▇▇▇▇ P▇▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 1 contract
Sources: Trust Supplement (Merrill Lynch Depositor Inc Pplus Trust Series CMT-1)
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit Certificate of a given any Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable Unitholdera holder thereof, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date Date, (i) such Unit Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of a Registered UnitsCertificate, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or exchange, the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting States, which shall set forth the name of the Holder of such Registered Unitholder, the Unit Principal Balance (or Notional Amount of such Registered Unit Amount, as applicable) to be exchanged, the certificate number or a description of the tenor and terms of such Registration UnitRegistered Certificate, a statement that the option to elect exchange is being exercised thereby and a guarantee that the such Registered Unit to be exchanged Certificate with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the immediately preceding sentence is followedchosen, then such Registered Unit Certificate and form duly completed form must be received by such the Trustee by such fifth Business Day. Any tender of a Unit Certificate by the Holder holder thereof for exchange shall be irrevocable. The exchange option may be exercised by the Holder holder of a Unit Certificate for less than the entire Unit Principal Balance of such Unit provided that the Unit Principal Balance (or Notional Amount, as applicable), of such Unit Certificate, provided the Principal Balance (or Notional Amount, as applicable), of such Certificate remaining outstanding after redemption such exchange is an authorized denomination and all any other exchange requirements set forth specified in the related Trust Agreement Terms Schedule are satisfied. Upon any such partial exchange, such Unit Certificate shall be canceled and a new Unit Certificate or Units Certificates of like tenor for the remaining Unit Principal Balance (or Notional Amount, as applicable) thereof shall be issued (which, in the case of any Registered Unit, shall be in the name of the Holder holder of such exchanged Unit)Certificate.
(b) Unless otherwise provided specified in the Trust AgreementTerms Schedule, upon the satisfaction of the foregoing conditions specified in paragraph (a) above and any applicable conditions with respect to the related Trust Property, the applicable Unitholder will exchanging Certificateholder shall be entitled to receive a distribution of a pro rata share of the such Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchangedProperty, in the manner and to the extent described specified in the Trust AgreementTerms Schedule. Alternatively, if so specified in the Trust AgreementTerms Schedule, the applicable Unitholderexchanging Certificateholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such UnitholderCertificateholder, such pro rata share of the such Trust Property, in which event case the Unitholder Certificateholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such the Trustee in facilitating such sale, subject to any additional adjustments set forth in the Terms Schedule. Notwithstanding the foregoing, to the extent that any portion of such pro rata share does not correspond to an even number of related Securities (or of any other elements of such Trust Agreement. Any Property that are indivisible), the Trustee shall sell the number of such Securities (or such other 38 45 elements, as the case may be) most closely corresponding to such portion, in which case the Certificateholder shall be entitled to receive such portion of the net proceeds of such sale, less any costs and expenses incurred by the Trustee in facilitating such sale, with the balance of such proceeds to be deposited in the Certificate Account.
(c) Notwithstanding the preceding paragraphs, any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such the Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act. The Trust Agreement Terms Schedule shall set forth specify any additional terms pertaining to any right of exchange, including but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Units Certificates of each Class within such the Exchangeable Series;
(ii) a minimum Unit Principal Balance (or Notional Amount, as applicable), with respect to each Unit Certificate being tendered for exchange;
(iii) a requirement that the Unit Principal Balance (or Notional Amount, as applicable), of each Unit Certificate tendered for exchange be an integral multiple of an amount a specified in the Trust Agreementamount;
(iv) specified dates during on which a Holder may effect such an exchange (each, an "Optional Exchange Date");
(v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust;
(vi) adjustments to the value constituting a part of the proceeds of any exchange based upon the Unitholder's allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust AgreementProperty; and
(viivi) a requirement that the exchanging holder obtain the consent of any the Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.
(cd) Unless If the Trust Agreement states Terms Schedule specifies that "Depositor Optional Exchange" does not apply is applicable to the Units of a given SeriesCertificates, any Units Certificates held or beneficially owned by the Depositor or its affiliates Affiliates from time to time will shall be subject to optional a right of exchange by the Depositor or such affiliates Affiliates, but not by other Certificateholders, for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion subject to one or more of the Trust Property if: conditions set forth or referred in paragraphs (ib) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (iic) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons above and as specified in the Trust Agreement consentTerms Schedule.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 1 contract
Sources: Trust Agreement (Credit & Asset Repackaging Vehicle Corp)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Deposit▇▇), ▇▇ ▇▇ ▇▇lds Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than t▇▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇h exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of
Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or A▇▇▇▇▇▇▇e▇ ▇▇▇son holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Deposit▇▇), ▇▇ ▇▇ ▇▇lds Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreementas a "grantor trust" under the Code;
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than t▇▇ ▇▇▇▇▇▇▇▇▇), ▇▇▇h exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or A▇▇▇▇▇▇▇e▇ ▇▇▇son holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 1 contract
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit Certificate of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable UnitholderHolder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date (i) such Unit Certificate with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of Registered UnitsCertificates, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered UnitCertificate, the Unit Certificate Principal Balance or Notional Amount of such Registered Unit Certificate to be exchanged, the certificate number or a description of the tenor and terms of such Registration UnitCertificate, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit Certificate to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit Certificate duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit Certificate and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit Certificate by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit Certificate for less than the entire Unit Certificate Principal Balance of such Unit Certificate provided that the Unit Certificate Principal Balance or Notional Amount, as applicable, of such Unit Certificate remaining outstanding Outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement Terms Schedule are satisfied. Upon such partial exchange, such Unit Certificate shall be canceled and a new Unit Certificate or Units Certificates for the remaining Unit Certificate Principal Balance thereof shall be issued (which, in the case of any Registered UnitCertificate, shall be in the name of the Holder of such exchanged UnitCertificate).
(b) Unless otherwise provided in the Trust AgreementTerms Schedule, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder Holder will be entitled to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit Certificate being exchanged, in the manner and to the extent described in the Trust AgreementTerms Schedule. Alternatively, if so specified in the Trust AgreementTerms Schedule, the applicable UnitholderHolder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such UnitholderHolder, such pro rata share of the Trust Property, in which event the Unitholder Holder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust AgreementTerms Schedule. Any right of exchange in respect of Units Certificates of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act. The Trust Agreement Terms Schedule shall set forth additional terms pertaining to any right of exchange, including but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Units Certificates of each Class within such Exchangeable Series;
(ii) a minimum Unit Certificate Principal Balance or Notional Amount, as applicable, with respect to each Unit Certificate being tendered for exchange;
(iii) a requirement that the Unit Certificate Principal Balance or Notional Amount, as applicable, of each Unit Certificate tendered for exchange be an integral multiple of an amount specified in the Trust AgreementTerms Schedule;
(iv) specified dates during which a Holder may effect such an exchange (each, an "Optional Exchange Date");
(v) limitations on the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support or other non-Underlying Securities deposited in the applicable Trust;
(vi) adjustments to the value of the proceeds of any exchange based upon the UnitholderHolder's allocable share of expenses incurred but not yet paid and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust AgreementTerms Schedule; and
and (vii) a requirement that the exchanging holder obtain the consent of any Swap Counterparty to such exchange and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to be distributed by the Trustee.
(c) Unless . If the Trust Agreement Terms Schedule states that "Depositor Optional Exchange" does not apply is applicable to the Units Certificates of a given Series, any Units Certificates held or beneficially owned by the Depositor or its affiliates from time to time will be subject to optional exchange by the Depositor or such affiliates affiliates, but not by other Holders, for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion subject to one or more of the Trust Property if: conditions set forth in (ib) above and as described in the exchange is made with respect Terms Schedule, to a minimum Unit Principal Balance of $250,000 the above limitations under Rule 3a-7 and in $25 integral multiples in excess thereof; (ii) to such exchange is to other conditions as may be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentTerms Schedule.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon exercise of the Call Option for a corresponding portion of Trust Property.
Appears in 1 contract
Sources: Trust Agreement (Comcertz Abs Corp)
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Depositor), ▇▇ ▇▇ h▇▇▇▇ Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other th▇▇ ▇▇▇ ▇▇▇▇▇i▇▇▇), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affil▇▇▇▇▇ ▇e▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), ▇▇ ▇▇ h▇▇▇▇ Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other th▇▇ ▇▇▇ ▇▇▇▇▇i▇▇▇), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affil▇▇▇▇▇ ▇e▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
Appears in 1 contract
Optional Exchange. (a) A Trust Agreement may designate a series Merrill Lynch & Co. or any of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date any other (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed Person or (ii) in the case group of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary Affiliated Persons (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less each case other than the entire Unit Principal Balance Depositor) holding Class A Certificates with an aggregate stated amount of such Unit $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (whichthat, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Registered UnitOptional Exchange Date, shall be in the name of the Holder of such exchanged Unit).that:
(bi) Unless otherwise provided such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates and an equal number of Class B Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities;
(ii) such exchange will not cause the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect or Depositor to the related Trust Property, the applicable Unitholder will be entitled fail to receive a distribution of a pro rata share of the Trust Property related to the Exchangeable Series (and Class within such Exchangeable Series) of the Unit being exchanged, in the manner and to the extent described in the Trust Agreement. Alternatively, if so specified in the Trust Agreement, the applicable Unitholder, upon satisfaction of such conditions, may direct the Trustee to sell, on behalf of such Unitholder, such pro rata share of the Trust Property, in which event the Unitholder shall be entitled to receive the net proceeds of such sale, less any costs and expenses incurred by such Trustee in facilitating such sale, subject to any additional adjustments set forth in the Trust Agreement. Any right of exchange in respect of Units of an Exchangeable Series shall be exercisable only to the extent that the Depositor determines that such exchange would not be inconsistent with the Depositor's and such Trust's continued satisfaction of satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company ActAct of 1940, as amended;
(iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code;
(iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Class A Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the Person or Affiliated Persons exercising such exchange; and
(vi) in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇r), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the exercise of the applicable Call Rights held by it or them. The Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust Agreement times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and in the case of an exchange by Merrill Lynch & Co. or any of ▇t▇ ▇▇▇iliates, where such Person or Affiliated Person holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a corresponding number of unexercised Class B Call Rights respecting the exchanged Class B Certificates, such unexercised Class A Call Rights and Class B Call Rights held by such Person or Affiliated Person shall set forth additional terms pertaining be cancelled. Any Call Holder that has properly provided notice of exercise to the Warrant Agent and has deposited the Call Price with the Escrow Agent may concurrently designate an Optional Exchange Date, and such Optional Exchange Date shall be specified in the notice of exercise, provided, however, that such Optional Exchange Date shall not occur prior to the applicable Call Date.
(b) When a tender offer for the Underlying Securities is pending, Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), ▇▇ ▇▇ ▇▇▇▇▇ Certificates, or any other Person or Affiliated Persons (other than the Depositor, or an Affiliate of the Person making such tender offer) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of the applicable Call Rights held by it (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it), may notify the Trustee, not less than 5 days but not more than 60 days prior to any right of exchangesuch Optional Exchange Date as they may designate, including but are not limited to, the followingthat:
(i) such Person intends or such Affiliated Persons intend to tender an Authorized Denomination of Class A Certificates with an aggregate stated amount of $5 million or more and a requirement corresponding number of Class B Certificates that the exchanging Holder tender it holds or they hold to the Trustee Units on such Optional Exchange Date in exchange for a proportional amount of each Class within such Exchangeable SeriesUnderlying Securities;
(ii) a minimum Unit Principal Balance such exchange will not cause the Trust or Notional AmountDepositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as applicable, with respect to each Unit being tendered for exchangeamended;
(iii) a requirement that such exchange will not affect the Unit Principal Balance or Notional Amount, as applicable, characterization of each Unit tendered for exchange be an integral multiple of an amount specified in the Trust Agreement;as a "grantor trust" under the Code,
(iv) specified dates during which a Holder may effect such in the case of an exchange (eachof less than all outstanding Certificates, an "Optional Exchange Date")such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7;
(v) limitations on such exchange will not be made with respect to Certificates subject to outstanding Call Rights held by any Person or Affiliated Persons other than the right of an exchanging Holder to receive any benefit upon exchange from any Credit Support Person or other non-Underlying Securities deposited in the applicable Trust;Affiliated Persons exercising such exchange; and
(vi) adjustments in the case of an exchange by a person other than Merrill Lynch & Co. or any of its Affiliates (other than ▇▇▇ ▇▇▇▇▇▇▇▇r), such exchange will be made with respect to an aggregate stated amount of Class A Certificates equal to the value aggregate stated amount of Class A Certificates acquired by such Person or Affiliated Persons pursuant to the proceeds exercise of any exchange based upon Call Rights held by it or them. Upon tender of such Class A Certificates and Class B Certificates on such Optional Exchange Date, the Unitholder's allocable share Trustee will deliver to the Person or Affiliated Persons tendering such Certificates an amount of expenses incurred but not yet paid Underlying Securities having a principal amount equal to the aggregate principal amount of Underlying Securities then held by the Trust times the aggregate stated amount of Class A Certificates being tendered divided by the aggregate stated amount of Class A Certificates then outstanding, and the establishment of a reserve for any allocable Extraordinary Trust Expenses as set forth in the Trust Agreement; and
(vii) case of an exchange by Merrill Lynch & Co. or any of its Affiliates, where such Person or Affi▇▇▇▇▇▇ P▇▇▇▇▇ holds unexercised Class A Call Rights respecting the exchanged Class A Certificates and a requirement that corresponding number of unexercised Class B Call Rights respecting the exchanging holder obtain the consent of any Swap Counterparty to exchanged Class B Certificates, such exchange unexercised Class A Call Rights and tender to the Swap Counterparty a termination payment for termination of the portion of the Swap Agreement corresponding to the portion of the Underlying Securities to Class B Call Rights held by such Person or Affiliated Person shall be distributed by the Trusteecancelled.
(c) Unless The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Trust Agreement states that "Depositor Optional Exchange" does Standard Terms do not apply to the Units of a given Series, any Units held or beneficially owned by the Depositor or its affiliates from time an Optional Exchange pursuant to time will be subject to optional exchange by the Depositor or such affiliates for a pro rata portion of the Trust Property of the related Trust. Unless the Trust Agreement otherwise provides, the Depositor may only exchange Units for a pro rata portion of the Trust Property if: (i) the exchange is made with respect to a minimum Unit Principal Balance of $250,000 and in $25 integral multiples in excess thereof; (ii) such exchange is to be effected on any January 1, April 1, July 1 or October 1 (or the succeeding Business Day if such date is not a Business Day) with 45 days notice; (iii) any persons specified in the Trust Agreement consentthis Section 7.
(d) Any holder of a Call Option shall be entitled to exchange Units acquired upon costs associated with the exercise of the Call Option rights granted under paragraphs (a) and (b) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust.
(e) In no event can an Optional Exchange be made unless an equal number of Class A and Class B Certificates are tendered for a corresponding portion of Trust Propertyexchange by each Holder exercising this Optional Exchange right.
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