Common use of Action in Respect of a Certificated Depositary Interest Clause in Contracts

Action in Respect of a Certificated Depositary Interest. Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreement) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, the Deposit Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of the Deposit Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c) of the Deposit Agreement, the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

Action in Respect of a Certificated Depositary Interest. Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit this Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreementhereof) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, the Deposit this Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of the Deposit this Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry InterestsInterests of a given Series, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c) of the Deposit Agreement), the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

Action in Respect of a Certificated Depositary Interest. Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit this Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreementhereof) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, the Deposit this Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of the Deposit this Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c) of the Deposit Agreement), the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

Action in Respect of a Certificated Depositary Interest. (a) Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit this Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreementhereof) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, the Deposit this Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of the Deposit this Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c) of the Deposit Agreement), the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

Action in Respect of a Certificated Depositary Interest. (a) Promptly after receipt by the CDI Depositary of notice of any Meeting, solicitation of consents or request for a waiver or other action in respect of any Notes (to be taken at a Meeting or otherwise) by the holder of a Global Security the relevant Notes or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit this Agreement, the CDI Depositary shall mail to the Depositary a notice notice, the form of which shall be provided by the Company, containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreement2.09 hereof) will be entitled, subject to any provision of applicable law, the provisions of or governing such Certificated Depositary Interest or Global Securitythe relevant Notes, as the case may be, to instruct the CDI Depositary as to its representation and manner of voting at the Meeting, or the consent, waiver or other action (to be taken at a Meeting or otherwise)) in respect of the relevant Notes, if any, pertaining to the Global Securitiessuch Notes, this Agreement, the Deposit Agreement Conditions or the Indenture and Meeting Rules, (iii) a statement as to the manner in which such instructions may be givengiven and (iv) the last date on which the CDI Depositary will accept instructions (the “Instruction Cutoff Date”). Upon the written request of the Depositary as of the date of the request or, if a Record Date was specified by the CDI Depositary (established in accordance with Section 2.09 hereof), as of that Record Date, received on or before the date any Instruction Cutoff Date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests thereinDepositary, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of this Agreement, applicable law and the Deposit Agreement or the IndentureMeeting Rules, as the case may be, to obtain a Voting Certificate and and/or a Proxy (each as defined in the Meeting Rules) or otherwise to give instructions for the representation and manner of voting at any Meeting in respect of the relevant Notes in the manner set forth in Appendix B to the Indenture Meeting Rules (to the extent it is regarded as the holder of all or a portion of the Global Securities relevant Notes for the purpose of any such Meeting) and to take such action regarding the requested Meeting, consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security relevant Notes with respect to which instructions in accordance with any instructions set forth in such request have been received. The CDI depositary shall not vote or attempt to exercise the right to vote other than in accordance with instructions given by the registered holder(s) of the CDIs and received by the CDI Depositary before the Instructions Cutoff Date. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Intereststhe Beneficial Owners, all materials received by the CDI Depositary pertaining to any such Meeting, solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) the Beneficial Owners to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder of the relevant Notes is entitled to take under the IndentureMeeting Rules. The CDI Depositary shall not be obliged to act in accordance with, and shall not be liable in respect of, any instructions from the registered holder(s) of the CDIs received by the CDI Depositary after the relevant Instruction Cutoff Date. The CDI Depositary shall not itself exercise any discretion in respect of any attendance and voting at any Meeting, the granting of consents or waivers or the taking of any other action in respect of a Global Securityany Notes. Without prejudice to Section 2.06(c) of the Deposit Agreement2.07(c), the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests. There is no assurance that the DTC Participants or the Beneficial Owners in general, or any one in particular will receive any of these notices in time to enable the Depositary to deliver the instructions to the CDI Depositary prior to Instruction Cutoff Date.