Preferred Securities Clause Samples

Preferred Securities. The Preferred Securities have been duly authorized by the Declaration and, when authenticated in the manner provided for in the Declaration and issued and delivered pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and (subject to the terms of the Declaration) fully paid and nonassessable undivided beneficial interests in the assets of the Trust; the issuance of the Preferred Securities is not subject to preemptive or other similar rights; and holders of Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit incorporated under the General Corporation Law of the State of Delaware.

Preferred Securities. To exercise the Change of Control Repurchase Right, a Holder who has not separated its Securities pursuant to clause (a) above must deliver to the Agent, no earlier than the 60th and no later than the 90th day following the Change of Control Notice Date, irrevocable written notice in the form of Exhibit E hereto, of such Holder's election to have Preferred Securities components of its Securities exchanged for an equivalent Accreted Value of Debentures and to have such Debentures repurchased on the date specified in the Indenture. The Agent, based on such notices, shall notify the Trust, KeySpan, the Property Trustee and the Exchange Agent, no later than the 90th day following the Change of Control Notice Date of the aggregate number of Preferred Securities to be exchanged for Debentures by the Trust and to be repurchased by KeySpan. An election to exchange Preferred Securities for Debentures and to have such Debentures repurchased by KeySpan shall also constitute an election to separate the related Securities into their component parts and the Agent, the Exchange Agent and the Property Trustee shall follow the procedures specified in Section 3.6 hereof (and Section 6.8 of the Declaration).

Preferred Securities. The Borrower will not, and will not permit -------------------- Torchmark Capital L.L.C. or Torchmark Capital Trust I to, declare or pay dividends or distributions on, or redeem, purchase or otherwise acquire, any Preferred Securities or any portion thereof if, after giving effect thereto, a Default or Unmatured Default would exist.

Preferred Securities. [Up to]_______ Preferred Securities of the Trust, with an aggregate liquidation amount with respect to the assets of the Trust of [up to] ________ dollars ($_________), and with a Liquidation Amount with respect to the assets of the Trust of $ ___ per security, are hereby designated for the purposes of identification only as "[___%] [Floating Rate] Preferred Securities" (the "Preferred Securities"). The certificates evidencing the Preferred Securities shall be substantially in the form of Exhibit A-1 to the Agreement, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange or quotation system on which the Preferred Securities are listed or quoted.

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Preferred Securities. Upon such a partial redemption, the Preferred Securities to be redeemed from each holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot) as the Trust shall deem fair and appropriate; and provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the Preferred Securities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities that has been or is to be redeemed.

Preferred Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price of $25 per Preferred Security, the number of Preferred Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as they in their sole discretion shall make to eliminate any sales or purchases of fractional securities. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Preferred Securities will be used to purchase the Debentures, the Company hereby agrees to pay at the Closing Time to the Underwriters a commission of $0.7875 per Preferred Security purchased by the Underwriters.

Preferred Securities. The Preferred Securities to be issued pursuant to the Exchange Offer have been duly authorized by the Declaration and, when authenticated in the manner provided for in the Declaration and issued and delivered in exchange for Target Securities pursuant to the Exchange Offer and this Agreement against payment of the consideration set forth herein, will be validly issued and (subject to the terms of the Declaration) fully paid and nonassessable undivided beneficial interests in the assets of the Trust; the issuance of the Preferred Securities is not subject to preemptive or other similar rights; and holders of Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit incorporated under the General Corporation Law of the State of Delaware.

Preferred Securities. The Preferred Securities of the Trust have an aggregate liquidation amount with respect to the assets of the Trust of up to _____________ with respect to the closing of the sale of Preferred Securities on one or more occasions. The Preferred Securities are hereby designated for identification purposes only as "___Trust Preferred Securities". The Preferred Security Certificates evidencing the Preferred Securities shall be substantially in the form of Exhibit A to this Trust Agreement, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Preferred Securities are listed or quoted. Exhibit (4)(s)