Additional Provisions Required in Global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any Person other than such Depositary or a nominee thereof, except in the limited circumstances described in the Indenture". The Trustee and the Company may from time to time enter into, and discontinue, an agreement with a Depositary including a "clearing agency" registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the "Participants") in the book entry system of any such Depositary or the Holders of the Securities with respect to (i)the accuracy of any records maintained by the Depositary or any Participant; (ii) the payment by the Depositary or by any Participant of any amount due to any Holder in respect of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by the Depositary or any Participant; (iv) the selection of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any Participant. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 23 Bank One, N.A., As Trustee .........................................
Appears in 1 contract
Samples: Sprint Corp
Additional Provisions Required in Global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every any Global Security authenticated issued hereunder shall, in addition to the provisions contained in Sections 202 and delivered hereunder shall 203, bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereofof a Depositary. This Security may not be exchanged in whole or in part is exchangeable for a Security registered, and no transfer of this Security in whole or in part may be registered, Securities registered in the name of any Person a person other than such the Depositary or a its nominee thereof, except only in the limited circumstances described in the Indenture". The Trustee and the Company may from time to time enter into, and discontinue, an agreement with may not be transferred except as a Depositary including a "clearing agency" registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the "Participants") in the book entry system of any such Depositary or the Holders of the Securities with respect to (i)the accuracy of any records maintained whole by the Depositary or any Participant; (ii) the payment by to a nominee of the Depositary or by any Participant of any amount due to any Holder in respect a nominee of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by Depositary to the Depositary or any Participant; (iv) the selection another nominee of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any ParticipantDepositary. 14 22 SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK as Trustee By ------------------------------------ Authorized Officer ARTICLE THREE THE SECURITIES SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and, subject to Section 303, set forth in an Officers' Certificate or determined in the manner set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal of the Securities of the series is payable; (5) the rate or rates at which the Securities of the series shall bear interest, if any, or the method of determination of such a rate or rates (including any provisions for the increase or decrease of such rate or rates upon the occurrence of specified events), the date or dates from which any such interest shall accrue, or the method by which such date or dates shall be determined, the date on which payment of such interest shall commence, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company; 15 23 Bank One(8) the obligation, N.A.if any, As of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods (or the method of determination of such a period or periods) within which, the price or prices at which, and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; (11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (15) whether Sections 403 or 1010 shall apply to the Securities of such series; (16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; (17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee .........................................or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; (18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and 16 24 (19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth in the Officers' Certificate referred to above or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 302.
Appears in 1 contract
Samples: Solutia Inc
Additional Provisions Required in Global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered, in the name of any Person other than such Depositary or a nominee thereof, except in the limited circumstances described in the Indenture". The Trustee and the Company may from time to time enter into, and discontinue, an agreement with a Depositary including a "clearing agency" registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the "Participants") in the book entry system of any such Depositary or the Holders of the Securities with respect to (i)the i) the accuracy of any records maintained by the Depositary or any Participant; (ii) the payment by the Depositary or by any Participant of any amount due to any Holder in respect of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by the Depositary or any Participant; (iv) the selection of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any Participant. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 23 Bank One, N.A., As Trustee ..........................................
Appears in 1 contract
Samples: Indenture (Sprint Capital Corp)
Additional Provisions Required in Global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated issued hereunder shall, in addition to the provisions contained in Sections 202 and delivered hereunder shall 203, bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereofof a Depositary. This Security may not be exchanged in whole or in part is exchangeable for a Security registered, and no transfer of this Security in whole or in part may be registered, Securities registered in the name of any Person a person other than such the Depositary or a its nominee thereof, except only in the limited circumstances described in the Indenture". The Trustee Indenture and the Company may from time to time enter into, and discontinue, an agreement with not be transferred except as a Depositary including a "clearing agency" registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the "Participants") in the book entry system of any such Depositary or the Holders of the Securities with respect to (i)the accuracy of any records maintained whole by the Depositary or any Participant; (ii) the payment by to a nominee of the Depositary or by any Participant of any amount due to any Holder in respect a nominee of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by Depositary to the Depositary or any Participant; (iv) the selection another nominee of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any Participant. SECTION Depositary." Section 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred in or pursuant to in the within-mentioned IndentureIndenture and referred to therein. 23 Bank OneU.S. BANK NATIONAL ASSOCIATION, N.A.as Trustee By Date: ___________________________________ Authorized Signatory or, As Trustee .........................................[Name of Authenticating Agent], as Authenticating Agent By Date: ___________________________________ Authorized Signatory ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities will rank pari passu with all other unsecured indebtedness of the Company. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and (subject to Section 303) set forth or determined as provided in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,
Appears in 1 contract
Samples: California Water Service Group
Additional Provisions Required in Global Security. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Any Global Security authenticated issued hereunder shall, in addition to the provisions contained in Sections 202 and delivered hereunder shall 203, bear a legend in substantially the following form: "βThis Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee thereofof a Depository. This Global Security may not be exchanged in whole or in part is exchangeable for a Security registered, and no transfer of this Security in whole or in part may be registered, Securities registered in the name of any a Person other than such Depositary the Depository or a its nominee thereof, except only in the limited circumstances described in the Indenture", and no transfer of this Security (other than a transfer of this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in such limited circumstances. The Trustee Depository will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of the series, and the Company may from time Depository, by its acceptance hereof, agrees to time enter intobe so bound. Unless this Security is presented by an authorized representative of the Depository to JPMorgan Chase & Co. or its agent for registration of transfer, exchange or payment, and discontinue, any Security issued is registered in the name of Cede & Co. or such other name as is requested by an agreement with a Depositary including a "clearing agency" registered under Section 17A authorized representative of the Exchange Act, which Depository (and any payment is the owner made to Cede & Co. or to such other entity as is an authorized representative of the SecuritiesDepository), any transfer, pledge or other use hereof for value or otherwise by or to establish procedures any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.β Unless otherwise provided as contemplated by Section 301 with respect to the Securities not inconsistent with any series of Securities, any Global Security shall provide, in addition to the provisions of this Indenture. Neither set forth in Sections 202 and 203 and the Company nor preceding paragraph, that the Trustee Depository will have not sell, assign, transfer or otherwise convey any responsibility or obligation beneficial interest in such Global Security unless such beneficial interest is in an amount equal to the Depositary, any direct or indirect participants (the "Participants") in the book entry system of any such Depositary or the Holders of the Securities with respect to (i)the accuracy of any records maintained by the Depositary or any Participant; (ii) the payment by the Depositary or by any Participant of any amount due to any Holder in respect of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by the Depositary or any Participant; (iv) the selection of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any Participant. SECTION 205. Form of Trustee's Certificate of Authentication. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the an authorized denomination for Securities of such series, and that the series designated therein referred Depository, by accepting such Global Security, agrees to in the within-mentioned Indenture. 23 Bank One, N.A., As Trustee .........................................be bound by such provision.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)