Common use of Accountholders Clause in Contracts

Accountholders. For so long as any of the Notes is represented by this permanent Global Note or by this permanent Global Note and the temporary Global Note and such Global Note(s) is/are held on behalf of the relevant Clearing Systems, each person (other than a relevant Clearing System) who is for the time being shown in the records of a relevant Clearing Systems as the holder of a particular principal amount of Notes (each an Accountholder) (in which regard any certificate or other document issued by a relevant Clearing System as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount for all purposes (including but not limited to for the purposes of any quorum requirements of, or the right to demand a poll or, meetings of the Noteholders and giving notice to the Issuer pursuant to Condition 9 and tendering Notes in any Change of Control Offer made pursuant to Condition 6.3) other than with respect to the payment of principal and interest on the Notes, the right to which shall be vested, as against the Issuer, solely in the bearer of this permanent Global Note in accordance with and subject to its terms. Each Accountholder must look solely to the relevant Clearing Systems, for its share of each payment made to the bearer of this permanent Global Note. The Issuer covenants in favour of each Accountholder that it will make all payments in respect of the principal amount of Notes for the time being shown in the records of the relevant Clearing Systems as being held by the Accountholder and represented by this permanent Global Note to the bearer of this permanent Global Note in accordance with clause 1 above and acknowledges that each Accountholder may take proceedings to enforce this covenant and any of the other rights which it has under the first paragraph of this clause directly against the Issuer.

Appears in 2 contracts

Samples: Agency Agreement (NYSE Euronext), First Supplemental Agency Agreement (NYSE Euronext)

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Accountholders. For so long as any of the Notes is represented by this permanent temporary Global Note or by this permanent temporary Global Note and the temporary permanent Global Note and such Global Note(s) is/are held on behalf of the relevant Clearing Systems, each person (other than a relevant Clearing System) who is for the time being shown in the records of a relevant Clearing Systems System as the holder of a particular principal amount of Notes (each an Accountholder) (in which regard any certificate or other document issued by a relevant Clearing System as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount for all purposes (including but not limited to for the purposes of any quorum requirements of, or the right to demand a poll or, meetings of the Noteholders and giving notice to the Issuer pursuant to Condition 9 and tendering Notes in any Change of Control Offer made pursuant to Condition 6.3) other than with respect to the payment of principal principal, premium and interest on the Notes, the right to which shall be vested, as against the Issuer, solely in the bearer of this permanent temporary Global Note in accordance with and subject to its terms. Each Accountholder must look solely to the relevant Clearing Systems, Systems for its share of each payment made to the bearer of this permanent temporary Global Note. The Issuer covenants in favour of each Accountholder that it will make all payments in respect of the principal amount of Notes for the time being shown in the records of the relevant Clearing Systems as being held by the Accountholder and represented by this permanent temporary Global Note to the bearer of this permanent temporary Global Note in accordance with clause 1 above and acknowledges that each Accountholder may take proceedings to enforce this covenant and any of the other rights which it has under the first paragraph of this clause directly against the Issuer.

Appears in 1 contract

Samples: First Supplemental Agency Agreement (NYSE Euronext)

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Accountholders. For so long as any of the Notes is represented by this permanent Global Note or by and this permanent Global Note and the temporary Global Note and such Global Note(s) is/are is held on behalf of the relevant Clearing SystemsEuroclear and/or Clearstream, Luxembourg, each person (other than a relevant Clearing System) who is for the time being shown in the records of a relevant Clearing Systems Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of Notes (each an "Accountholder") (in which regard any certificate or other document issued by a relevant Clearing System Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount of such Notes for all purposes (including but not limited to for the purposes of any quorum requirements of, or the right to demand a poll orat, meetings of the Noteholders and giving notice to the Issuer pursuant to Condition 9 and tendering Notes in any Change of Control Offer made pursuant to Condition 6.3Noteholders) other than with respect to the payment of principal and interest on the such Notes, the right to which shall be vested, as against the IssuerIssuer and the Paying Agents, solely in the bearer of this permanent Global Note in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the relevant Clearing Systemscase may be, for its share of each payment made to the bearer of this permanent Global Note. Notes represented by this permanent Global Note are transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg as appropriate. The Issuer covenants in favour of each Accountholder that it will make all payments in respect of the principal amount of Notes for the time being shown in the records of the relevant Clearing Systems Euroclear and/or Clearstream, Luxembourg as being held by the Accountholder and represented by this permanent Global Note to the bearer of this permanent Global Note in accordance with clause 1 above and acknowledges that each Accountholder may take proceedings to enforce this covenant and any of the other rights which it has under the first paragraph of this clause directly against the Issuer.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Danaher Corp /De/)

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