Preview of our top selling Formation Agreement
Prudential Financial - Retail Brokerage Company Formation Agreement
EXHIBIT 10.20
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RETAIL BROKERAGE COMPANY FORMATION AGREEMENT
by and between
WACHOVIA CORPORATION
and
PRUDENTIAL FINANCIAL, INC.
DATED AS OF FEBRUARY 19, 2003
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TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS.......................................................................................1
Section 1.1 Defined Terms..........................................................................1
ARTICLE 2 FORMATION OF VENTURE; CLOSING; RELATED TRANSACTIONS..............................................34
Section 2.1 Formation of Company..................................................................34
Section 2.2 Transactions Prior to the Closing.....................................................34
Section 2.3 Time and Place of the Closing.........................................................35
Section 2.4 Deliveries and Other Actions at the Closing...........................................35
Section 2.5 Post-Closing Adjustments..............................................................37
ARTICLE 3 BANK CHANNEL ARRANGEMENTS........................................................................40
Section 3.1 The Bank Channel......................................................................40
Section 3.2 Support for the Prudential Banks......................................................41
Section 3.3 Wachovia Research Activities..........................................................41
ARTICLE 4 REPRESENTATIONS AND WARRANTIES...................................................................42
Section 4.1 Representations and Warranties of Wachovia............................................42
Section 4.2 Representations and Warranties of Prudential..........................................57
ARTICLE 5 CERTAIN INTERIM AND OTHER COVENANTS..............................................................74
Section 5.1 Conduct of Business Prior to Closing..................................................74
Section 5.2 Access to Information.................................................................77
Section 5.3 Consents; Conditions; Further Assurances..............................................78
Section 5.4 Certain Contracts and IP..............................................................80
Section 5.5 Sufficiency of Assets.................................................................81
Section 5.6 Transfer Taxes........................................................................83
Section 5.7 Tax Sharing Agreements................................................................83
Section 5.8 Taxes.................................................................................83
Section 5.9 Real Estate Matters...................................................................86
Section 5.10 Wachovia Reorganization...............................................................86
ARTICLE 6 CONDITIONS TO CLOSING............................................................................86
Section 6.1 Conditions to Wachovia's Obligations..................................................86
Section 6.2 Conditions to Prudential's Obligations................................................88
ARTICLE 7 INDEMNIFICATION..................................................................................90
Section 7.1 Survival of Representations and Warranties............................................90
Section 7.2 Indemnification.......................................................................90
Section 7.3 Limitations on Amounts................................................................91
Section 7.4 Other Indemnification Provisions......................................................92
Section 7.5 Procedures............................................................................92
Section 7.6 Procedures for Third Party Claims.....................................................93
Section 7.7 Mutual Assistance.....................................................................97
ARTICLE 8 FURTHER AGREEMENTS...............................................................................97
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PAGE
Section 8.1 No Commitments........................................................................97
Section 8.2 Confidentiality after the Closing.....................................................97
Section 8.3 Non-Competition; Non-Solicit..........................................................99
Section 8.4 Employee Matters.....................................................................105
Section 8.5 Certain Contributed Businesses.......................................................119
Section 8.6 Further Assurances...................................................................120
Section 8.7 Hedge Fund Distribution..............................................................120
ARTICLE 9 CERTAIN COVENANTS AND AGREEMENTS REGARDING MEMBERSHIP INTERESTS.................................120
Section 9.1 Restrictions on Transfer; Permitted Transferees......................................120
Section 9.2 Right of First Refusal; Tag Along Right..............................................121
Section 9.3 Prudential Put/Wachovia Call.........................................................124
Section 9.4 Preliminary Valuation Procedures for Discretionary Put/Call..........................130
Section 9.5 Further Assurances; Timing...........................................................131
ARTICLE 10 TERM AND TERMINATION...........................................................................131
Section 10.1 Termination Prior to Closing.........................................................131
Section 10.2 Termination After Closing............................................................132
Section 10.3 Effect of Termination................................................................132
ARTICLE 11 FAIR MARKET VALUE..............................................................................133
Section 11.1 Appraised Value of the Company and Acquired Retail Brokerage Business................133
Section 11.2 Other Appraised Values...............................................................134
Section 11.3 Access to Information................................................................135
Section 11.4 Process..............................................................................135
ARTICLE 12 MISCELLANEOUS..................................................................................135
Section 12.1 Expenses.............................................................................135
Section 12.2 Publicity............................................................................136
Section 12.3 Amendment or Modification............................................................136
Section 12.4 Waiver...............................................................................136
Section 12.5 Entire Agreement.....................................................................137
Section 12.6 Third-Party Beneficiaries............................................................137
Section 12.7 Non-Assignability; Binding Effect....................................................137
Section 12.8 Severability.........................................................................137
Section 12.9 Injunctive Relief....................................................................137
Section 12.10 GOVERNING LAW........................................................................138
Section 12.11 Submission to Jurisdiction...........................................................138
Section 12.12 Alternative Dispute Resolution.......................................................138
Section 12.13 WAIVER OF JURY TRIAL.................................................................140
Section 12.14 Notices..............................................................................140
Section 12.15 Counterparts.........................................................................141
Section 12.16 Interpretation.......................................................................141
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SCHEDULES
Schedule Description - -------- ----------- Schedule 1.1(a) Wachovia Contributed Subsidiaries
Schedule 1.1(b) Prudential Contributed Subsidiaries
Schedule 1.1(c) Wachovia Contributed Leased Real Property
Schedule 1.1(d) Prudential Contributed Leased Real Property
Schedule 1.1(e)(i) One Time Costs for Contributed Businesses
Schedule 1.1(e)(ii) One Time Costs for Acquired Retail Brokerage Business
Schedule 1.1(f) Financial Statements of the Wachovia Contributed Business
Schedule 1.1(g) Financial Statements of the Prudential Contributed Business
Schedule 1.1(h) Wachovia Knowledge
Schedule 1.1(i) Prudential Knowledge
Schedule 1.1(j) Specified Wachovia Securities Officers
Schedule 1.1(k) Wachovia Contributed Assets
Schedule 1.1(l) Prudential Contributed Assets
Schedule 1.1(m) Wachovia Contributed Real Property
Schedule 1.1(n) Prudential Contributed Real Property
Schedule 1.1(o) Wachovia Contributed IP
Schedule 1.1(p) Prudential Contributed IP
Schedule 1.1(q) Wachovia Excluded Liabilities
Schedule 1.1(r) Prudential Excluded Liabilities
Schedule 1.1(s) Wachovia Contributed Liabilities
Schedule 1.1(t) Prudential Contributed Liabilities
Schedule 1.1(u) Wachovia Contributed Liabilities Relating to Employee Matters
Schedule 1.1(v) Prudential Contributed Liabilities Relating to Employee Matters
Schedule 1.1(w) Wachovia Excluded Assets
Schedule 1.1(x) Prudential Excluded Assets
Schedule 1.1(y) Certain Benefits Information
Schedule 1.1(z) Cost Basis Price
Schedule 2.2(a) Wachovia Reorganization
Schedule 2.2(b) Prudential Pre-Closing Conversion
Schedule 2.5(a)(i) Wachovia GAAP Exceptions
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Schedule 2.5(a)(ii) Prudential GAAP Exceptions
Schedule 3.1(b) Referral Fees
Schedule 3.3 Wachovia Research Activities
Schedule 4.1(e) Wachovia Governmental Approvals and Third Party Approvals
Schedule 4.1(f) Wachovia Undisclosed Liabilities
Schedule 4.1(h) Wachovia Liens
Schedule 4.1(i) Wachovia Contracts
Schedule 4.1(j)(i) Wachovia Claims
Schedule 4.1(j)(ii) Wachovia Orders
Schedule 4.1(k)(i) Wachovia Compliance with Laws
Schedule 4.1(k)(ii) Wachovia Permits
Schedule 4.1(k)(viii) Wachovia Memberships
Schedule 4.1(k)(ix) Wachovia Licenses and Registrations
Schedule 4.1(l) Wachovia Taxes
Schedule 4.1(m)(i) Wachovia Contributed Business Plans
Schedule 4.1(m)(iii)(B) Wachovia Benefit Plan Claims
Schedule 4.1(m)(iii)(E) Wachovia Retiree Welfare Plans
Schedule 4.1(o) Wachovia Intellectual Property Claims
Schedule 4.1(r) Wachovia Affiliate Transactions
Schedule 4.2(b) Prudential Contributed Subsidiaries
Schedule 4.2(d) Prudential Conflicts
Schedule 4.2(e) Prudential Governmental Approvals and Third Party Approvals
Schedule 4.2(f) Prudential Undisclosed Liabilities
Schedule 4.2(h) Prudential Liens
Schedule 4.2(i) Prudential Contracts
Schedule 4.2(j)(i) Prudential Claims
Schedule 4.2(j)(ii) Prudential Orders
Schedule 4.2(k)(i) Prudential Compliance with Laws
Schedule 4.2(k)(ii) Prudential Permits
Schedule 4.2(k)(viii) Prudential Memberships
Schedule 4.2(k)(ix) Prudential Licenses and Registrations
Schedule 4.2(l) Prudential Taxes
Schedule 4.2(m)(i)(A) Prudential Contributed Business Plans
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Schedule 4.2(m)(i)(B) Prudential Communication of Intent to Modify Benefit Plan
Schedule 4.2(m)(iii)(C) Prudential Multiemployer/Multiple-Employer Plans
Schedule 4.2(m)(iii)(E) Prudential Retiree Welfare Plans
Schedule 4.2(m)(iii)(F) Prudential Acceleration of Payments or Funding of Prudential
Contributed Business Plans
Schedule 4.2(m)(iv) Foreign Prudential Plans
Schedule 4.2(o) Prudential Intellectual Property Claims
Schedule 4.2(r) Prudential Affiliate Transactions
Schedule 5.1 Conduct of Business Prior to the Closing
Schedule 5.1(b)(vii)(D) Prudential Equity Awards to be Granted
Schedule 5.1(b)(vii)(G) Certain Wachovia Benefit Plans to be Amended
Schedule 5.4(b) Small Contracts
Schedule 5.9(a) Prudential Excluded Businesses Leased Real Property
Schedule 5.9(b) Prudential Excluded Leased Real Property
Schedule 6.1(d) Required Prudential Consents
Schedule 6.2(d) Required Wachovia Consents
Schedule 8.2(g) Disclosure Protocol
Schedule 8.4(a)(i)-1 Wachovia Eligible Individuals
Schedule 8.4(a)(i)-2 Prudential Eligible Individuals
Schedule 8.4(c)(iii) Certain Prudential Individuals
Schedule 8.4(f)(i) Prudential MasterShare Programs
Schedule 8.4(f)(ii) Prudential Nonqualified Plans
Schedule 8.4(f)(iv) Prudential Equity Awards
Schedule 9.3(f) Registration Rights
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EXHIBITS
Exhibit Description - ------ ----------- Exhibit A Form of Certificate of Formation
Exhibit B Form of Amended and Restated Limited Liability Company Agreement
Exhibit C Form of Wachovia/Company Master Agreement
Exhibit D Form of Prudential/Company Interim Agreement
Exhibit E Form of Product Agreement
Exhibit F Form of Wachovia Intellectual Property License Agreement
Exhibit G Form of Prudential Intellectual Property License Agreement
Exhibit H Form of Prudential Note
Exhibit I Form of Guarantee
Exhibit J Form of Company/Prudential Interim Agreement
Exhibit K Form of Company/Wachovia Letter Agreement
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RETAIL BROKERAGE COMPANY FORMATION AGREEMENT
THIS RETAIL BROKERAGE COMPANY FORMATION AGREEMENT (this "Agreement") is made as of February 19, 2003, by and between WACHOVIA CORPORATION, a North Carolina corporation ("Wachovia"), and PRUDENTIAL FINANCIAL, INC., a New Jersey corporation ("Prudential") (hereinafter, each of which may be called a "Party" and may collectively be called the "Parties").
RECITALS
A. Wachovia, primarily through the Wachovia Contributed Subsidiaries (defined terms used in these recitals being used as defined in Section 1.1), is engaged in the Wachovia Contributed Business, and Prudential, primarily through Subsidiaries, is engaged in the Prudential Contributed Business.
B. The Parties desire to contribute their respective Contributed Businesses to a Delaware limited liability company to be formed pursuant to Section 2.1 (such entity and any successor thereof, the "Company").
C. The Parties desire to enter into this Agreement to set forth the terms and conditions for the formation and operation of the Company and the terms of ownership of their respective Interests therein.
ARTICLE 1
DEFINITIONS
Section 1.1 Defined Terms. In this Agreement, except where the context otherwise requires:
"Accounts Payable" means all accounts and notes payable arising from
the Contributed Businesses, including those of the type reflected on the
balance sheet included in either the Financial Statements of the Wachovia
Contributed Business or the Financial Statements of the Prudential
Contributed Business as payable to customers, vendors, and others,
including but not limited to book overdrafts, dividend and interest
payable, amounts due to fund companies for shares purchased, amounts due to
banks for cleared CRA account checks, accrued sales contests, accrued
branch manager meeting expenses, accrued regulatory fees, accrued clearance
charges, accrued statement expenses, and accrued telecommunications
expenses.
"Accounts Receivable" means all accounts and notes receivable arising
from the Contributed Businesses, including those of the type reflected on
the balance sheet included in either the Financial Statements of the
Wachovia Contributed Business or the Financial Statements of the Prudential
Contributed Business as due from customers, brokers, dealers, clearing
organizations and others, including but not limited to amounts due
resulting from failures to deliver, securities borrowing transactions and
correspondent clearance transactions, dividends and interest receivable,
deposits in transit and amounts due from fund companies for sold or
liquidated shares and similar assets.
"Acquired Retail Brokerage Business" has the meaning set forth in
Section 8.3(b).
"Acquisition Representative" has the meaning set forth in Section
8.3(d).
"Advisers Act" means the Investment Advisers Act of 1940, as amended,
and the rules and regulations promulgated thereunder.
"Affiliate" means with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with such other Person, including but not limited to such Person's
Subsidiaries; and "control" (including, with correlative meanings, the
terms "controlled by" and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by
contract or otherwise. Unless otherwise specifically stated, the term
"Affiliate" does not include: (x) the Company Entities when used with
respect to any Party, any Wachovia Entity, or any Prudential Entity, and
(y) the Wachovia Entities or the Prudential Entities when used with respect
to any Company Entity. "Affiliated" and "Affiliation" shall have a
correlative meaning.
"Agreement" has the meaning set forth in the preamble hereto.
"Annual Bonus Plans" has the meaning set forth in Section 8.4(f).
"Appraised Company" has the meaning set forth in the definition of
Appraised Value.
"Appraised Value" means, with respect to an Acquired Retail Brokerage
Business or the Company, as the case may be (either, an "Appraised
Company"), the value that a Person (such Person, an "Appraiser") valuing
the common equity of the Appraised Company (or if the Appraised Company is
a division or other unincorporated unit of another company, the net fair
value of the assets and liabilities of such division or other unit)
pursuant to this Agreement has determined such Appraised Company would have
in the public markets if such Appraised Company were a public company, for
which purpose the Appraiser:
(i) shall assume the following: (A) the valuation is based on the
Appraised Company and its Subsidiaries taken as a whole, (B) the Appraised
Company will remain independent and have the continued ownership by such
Appraised Company of its Subsidiaries and (C) the Appraised Company's then
existing contractual relationships (including, in the case of the Company,
the then-existing Bank Channel arrangements, such as those relating to
pricing, referrals and exclusivity) shall remain in full force and effect
and continue unchanged;
(ii) shall take into account other factors relevant to such valuation,
including (A) the prospects of the Appraised Company and its Subsidiaries,
(B) the value of the
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estimated future earnings of the Appraised Company and its Subsidiaries,
(C) the size of the Appraised Company and its Subsidiaries, (D) the equity
and tangible equity of the Appraised Company and its Subsidiaries as
disclosed in its most recent consolidated financial statements, (E) the
public market trading values of comparable companies, (F) the business mix
of the Appraised Company relative to comparable companies, and (G) such
other factors as the Appraiser deems relevant; and
(iii) shall exclude any discounts to such valuation due solely to the
illiquid nature of an investment in such Appraised Company or any discount
relating solely to the fact that the Appraised Company is not a public
company, if any;
provided that in determining the Appraised Value of the Company (but not
any Acquired Retail Brokerage Business) for purposes of determining any
Put/Call Price calculated by reference to "Appraised Value" (but not for
purposes of determining the Appraised Value of the Company pursuant to
Article 3 of the LLC Agreement), the Appraiser shall not include any
minority discounts but instead shall include a control premium reflecting
the premium over the public trading value that the Appraiser determines
would likely be applicable in the event of a sale of 100% of the common
equity of the Company, assuming a willing buyer and a willing seller and
taking into account (A) premiums over public market prices in precedent
transactions of comparable size in the broker-dealer industry, the
financial services industry and recent precedent transactions outside of
the financial services industry where considered by the Appraiser to be
relevant, (B) multiples of future earnings, equity and tangible equity paid
in precedent transactions in the broker-dealer industry and (C) such other
factors as the Appraiser deems relevant; provided, further, that the
Appraised Value of the Company shall in no event be less than the Tangible
Book Value of the Company; and provided, further, that in no event shall
the Appraised Value of an Acquired Retail Brokerage Business exceed the
purchase price paid therefor by the applicable Party and its Affiliates
(exclusive of related One Time Costs payable by the Parties or any Members
pursuant to the Transaction Documents), it being understood that where the
Acquired Retail Brokerage Business was acquired in connection with the
acquisition of other assets, operations or entities, to determine the
purchase price of the Acquired Retail Brokerage Business for purposes of
this proviso, the Appraiser shall allocate the purchase price paid for the
entire acquisition among such acquired assets, operations or entities based
on their respective Appraised Values as determined for this purpose by the
Appraiser.
"Appraiser" has the meaning set forth in the definition of "Appraised
Value."
"Assignable Employees" has the meaning set forth in Section 4.2(m).
"Associate Options" has the meaning set forth in Section 8.4(f).
"Average Stock Price" means with respect to any shares of Wachovia
Common Stock as of any date, the average of the closing prices of such
shares on the NYSE (or such other principal stock exchange or automated
quotation system on which such shares are then traded) during the 10
trading day period ending on the trading day immediately preceding such
date.
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"Bank Channel" means all activities conducted by Wachovia's Investment
Services Group (or any corresponding successor group) and, after the
Closing, by the Company, in bank branches and customer call centers of
Wachovia Bank (or successor thereto) that are related to the offer and sale
of Securities Products by the employees of such group and by the Bank
Channel Employees to retail customers located in the United States.
"Bank Channel Employees" means those employees of Wachovia Bank who
are licensed as "associated persons" of a Wachovia Contributed Subsidiary
and, after Closing, are licensed as "associated persons" of the Company or
one of its Subsidiaries.
"Bankruptcy" means, with respect to a Party, any of the following
events:
(i) such Party or any of its Significant Subsidiaries (A) is
generally not paying, or admits in writing its inability to pay, its debts
as they become due, (B) files, or consents by answer or otherwise to the
filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy, insolvency, reorganization, moratorium or
other similar Law of any jurisdiction, (C) makes an assignment for the
benefit of its creditors, (D) consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect to it
or with respect to any substantial part of its property, (E) is adjudicated
as insolvent or to be liquidated, or (F) takes corporate action for the
purpose of any of the foregoing; or
(ii) a Governmental Authority of competent jurisdiction enters an
Order appointing, without consent by such Party or any of its Significant
Subsidiaries, a custodian, receiver, trustee or other officer with similar
powers with respect to such Party or any of its Significant Subsidiaries or
with respect to any substantial part of its or their property, or
constituting an Order for relief or approving a petition for relief or
reorganization or any other petition in bankruptcy or receivership or for
liquidation or to take advantage of any bankruptcy, receivership or
insolvency Law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of such Party or any of its Significant Subsidiaries, or any
such petition shall be filed against such Party or any of its Significant
Subsidiaries and such petition shall not be dismissed within 60 days.
"Benefit Plan" shall mean a Wachovia Contributed Business Plan or a
Prudential Contributed Business Plan, as applicable, and any successor
employee compensation and benefit plans thereto established by any Company
Entity on or after the Closing Date.
"Binding Arbitrable Dispute" has the meaning set forth in Section
12.12(b).
"Board of Managers" has the meaning set forth in the LLC Agreement.
"Broker Contribution Date" has the meaning set forth in the LLC
Agreement.
"Business" means the offer and sale of (x) retail brokerage services
(including through direct, discount and on-line delivery channels) in
publicly traded stocks and bonds and money market instruments (excluding
products eligible for FDIC insurance) to
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individual (including high-net worth) investors located in the Territory,
and (y) securities correspondent clearing services to broker-dealers for
transactions in securities traded in markets in the United States for
customers anywhere in the world.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in Charlotte, North
Carolina or New York, New York are authorized or obligated by Law or
executive order to close.
"Cap" has the meaning set forth in Section 7.3(b).
"Certificate of Formation" means the Certificate of Formation of the
Company substantially in the form of Exhibit A hereto.
"Change of Control" means:
(i) with respect to either Party, the consummation of a
Combination Transaction between such Party or any of its Subsidiaries
(other than the Company Entities) and a Major Competitor or any of its
Affiliates in which such Party is not the Surviving Entity;
(ii) with respect to Wachovia, the consummation of a Combination
Transaction between any Wachovia Entity and a Major Insurance Company or
any of its Affiliates in which Wachovia is not the Surviving Entity; or
(iii) with respect to Prudential, the consummation of a Combination
Transaction between any Prudential Entity and a Major Banking Institution
or any of its Affiliates in which Prudential is not the Surviving Entity.
For purposes of the foregoing, a Party shall be deemed not to be a
"Surviving Entity" of a Combination Transaction if after giving effect
thereto (x) either the stockholders of such Party or individuals who
immediately prior to such Combination Transaction were members of the Board
of Directors of such Party cease to constitute at least 50% of the
stockholders or Board of Directors of such Party (or if such Party is not
the ultimate parent entity of the entity resulting from such Combination
Transaction, at least 50% of the stockholders or Board of Directors of such
ultimate parent entity) or (y) such Party has disposed of all or
substantially all of the assets of such Party, on a consolidated basis,
which it held immediately prior to such Combination Transaction.
"Claim" means any and all actions, suits, litigation, demands, claims
or counterclaims or legal, administrative or arbitral proceedings,
information requests or investigations or Orders.
"Closing" has the meaning and consists of the transactions set forth
in Section 2.3.
"Closing Date" has the meaning set forth in Section 2.3.
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"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and the rules and regulations promulgated thereunder.
"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.
"Combination Transaction" means, with respect to any Person, any
transaction pursuant to which (i) such Person merges, consolidates or
otherwise combines with, or directly or indirectly acquires or is acquired
(in any case whether by stock purchase, asset purchase or otherwise) by, or
sells all or a substantial portion of its assets to, any other Person, or
(ii) any other Person acquires beneficial ownership of a majority of the
voting stock of, or the right to elect or appoint a majority of the Board
of Directors of, such Person. A "Combination Transaction" includes a Retail
Brokerage Combination Transaction.
"Combining Party" means a Party who is or publicly proposes to become
(or one or more of whose Affiliates is or publicly proposes to become) a
party to a Combination Transaction.
"Company" has the meaning set forth in the recitals hereto.
"Company Entities" means the Company and, from time to time, its
Subsidiaries, giving effect to the Closing.
"Company/Prudential Interim Agreement" means the Services Agreement
between the Company and Prudential, substantially in the form of Exhibit J
hereto, to be entered into pursuant to Section 2.4, pursuant to which the
Company shall provide certain services to Prudential and its Subsidiaries
on a temporary basis after the Closing, as the same may be amended,
supplemented or otherwise modified from time to time after the Closing
Date.
"Company Transferred Individuals" has the meaning set forth in Section
8.4(a).
"Company/Wachovia Letter Agreement" means that letter agreement
between the Company and Wachovia, substantially in the form of Exhibit K,
pursuant to which the Company will provide specified services to the
Wachovia Entities following the Closing Date, as the same may be amended,
supplemented or otherwise modified from time to time after the Closing
Date.
"Confidentiality Agreements" means the letters, dated as of March 26
and March 27, 2002, respectively, by and between Wachovia Securities and
Prudential Securities, as they may have been extended from time to time,
including pursuant to Section 8.2 hereof.
"Consent" means any consent, approval, authorization, waiver, grant,
franchise, concession, agreement, license, exemption or other Permit or
Order of, registration, declaration or filing with, or report or notice to,
any Person.
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"Consumer Price Index" means the Consumer Price Index for All Urban
Consumers for the U.S. City Average for All Items, as published from time
to time by the Bureau of Labor Statistics of the United States Department
of Labor.
"Contributed Assets" means the Wachovia Contributed Assets or the
Prudential Contributed Assets, or both, as the context requires.
"Contributed Business Individuals" has the meaning set forth in
Section 8.4(a).
"Contributed Businesses" means the Wachovia Contributed Business and
the Prudential Contributed Business, or either of them, as the context
requ...
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