Additional Provisions Required in Global Security. Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 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 Depository or a nominee of a Depository. This Global Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee 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 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 Depository, by its acceptance hereof, agrees to be 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 any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is an authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, any Global Security shall provide, in addition to the provisions set forth in Sections 202 and 203 and the preceding paragraph, that the Depository will not sell, assign, transfer or otherwise convey any beneficial interest in such Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of such series, and that the Depository, by accepting such Global Security, agrees to be bound by such provision.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Additional Provisions Required in Global Security. Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 203, bear a legend in substantially the following formas follows: “'This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Global Security is exchangeable for Securities registered in the name of a Person person other than the Depository or its nominee only in the limited circumstances hereinafter described in the Indenture, and no transfer of this Security (other than a transfer of this Security may not be transferred except 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 .' In addition, such Global Security shall contain the following provision: 'This Security is a Global Security and shall be exchangeable for Securities registered except in such limited circumstances. The the names of Persons other than the Depository will not sell, assign, transfer or otherwise convey any beneficial interest in with respect to this Global Security unless or its nominee only if (x) such beneficial interest Depository notifies the Company that it is in an amount equal unwilling or unable to an authorized denomination continue as Depository for Securities of the series, and the Depository, by its acceptance hereof, agrees this Global Security or at any time ceases to be so bound. Unless a clearing agency registered as such under the Securities Exchange Act or 1934, as amended, (y) the Company executes and delivers to the Trustee a Company Order that this Global Security is presented by shall be exchangeable or (z) there shall have occurred and be continuing an authorized representative Event of the Depository to JPMorgan Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is an authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” Unless otherwise provided as contemplated by Section 301 Default with respect to any series of the Securities, any . If this Global Security shall provide, in addition is exchangeable pursuant to the provisions set forth preceding sentence it shall be exchangeable for Securities issuable in Sections 202 denominations of $1,000 and 203 and the preceding paragraphany integral multiple thereof, that the Depository will not sell, assign, transfer or otherwise convey any beneficial interest registered in such Global Security unless names as such beneficial interest is in an amount equal to an authorized denomination for Securities of such series, and that the Depository, by accepting such Global Security, agrees to be bound by such provisionDepository shall direct.'"
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Additional Provisions Required in Global Security. Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 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 Depository Depositary or a nominee of a DepositoryDepositary. This Global Security is exchangeable for Securities registered in the name of a Person person other than the Depository Depositary or its nominee only in the limited circumstances described in the Indenture, Indenture and no transfer of this Security (other than a transfer of this Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository) may be registered except in such limited circumstancesDepositary." Section 205. The Depository will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest Form of Trustee's Certificate of Authentication. This is in an amount equal to an authorized denomination for one of the Securities of the series designated in or pursuant to the within-mentioned Indenture and referred to therein. U.S. BANK NATIONAL ASSOCIATION, as Trustee By Date: ___________________________________ Authorized Signatory or, [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,
(1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);
(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 Section 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 (or method for establishing the rate or rates) at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date (or method for establishing such date or dates);
(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 Securities of the series may be redeemed, in whole or in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or purchase 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 within which, the price or prices at which and the terms and conditions upon which 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 Securities of the series shall be issuable;
(10) if other than the full 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 other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any) and/or interest on the Securities of such series shall be payable;
(12) if the principal of (and premium, if any) and/or interest on the Securities of such series are to be payable, at the election of the Company or any Holder, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the period or periods within which, and the Depositoryterms and conditions upon which, by its acceptance hereofsuch election may be made;
(13) if the amounts of payments of principal of (and premium, agrees if any) and/or interest on the Securities of such series may be determined with reference to an index, the manner in which such amounts shall be so bound. Unless this Security is presented by an authorized representative determined;
(14) in the case of Securities of a series the terms of which are not established pursuant to subsection (11), (12) or (13) above, the application, if any, of Section 1302 to the Securities of such series; or, in the case of Securities the terms of which are established pursuant to subsection (11), (12) or (13) above, the adoption and applicability to such Securities of any terms and conditions similar to those contained in Section 1302;
(15) whether the Securities of the Depository series shall be issued in the form of a temporary global Security representing all of the Securities of such series and the terms for exchange of such temporary global Security for definitive Securities of such series;
(16) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Securities, which Depositary shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended; and
(17) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any one series shall be substantially identical except as to JPMorgan Chase & Co. interest rates, method for determining interest rates, Interest Payment Dates, Regular Record Dates, redemption terms, Stated Maturity, denomination, date of authentication, currency, any index for determining amounts payable, and except as may otherwise be provided in or pursuant to such Board Resolution and set forth or determined as provided in such Officers' Certificate 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. With respect to Securities of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms or parameters for the Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agent for registration of transfer, exchange or payment, and any Security issued is registered agents in accordance with a Company Order as contemplated by the name of Cede & Co. or such other name as is requested by an authorized representative proviso of the Depository (and any payment is made to Cede & Co. or to third paragraph of Section 303 Section 302. Denominations. The Securities of each series shall be issuable in registered form without coupons in such other entity denominations as is an authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” Unless otherwise provided shall be specified as contemplated by Section 301 301. In the absence of any such provisions with respect to the Securities of any series of Securitiesseries, any Global Security shall provide, in addition to the provisions set forth in Sections 202 and 203 and the preceding paragraph, that the Depository will not sell, assign, transfer or otherwise convey any beneficial interest in such Global Security unless such beneficial interest is in an amount equal to an authorized denomination for Securities of such series, series shall be issuable in denominations of $1,000 and that the Depository, by accepting such Global Security, agrees to be bound by such provisionany integral multiple thereof.
Appears in 1 contract
Additional Provisions Required in Global Security. Any Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, any Global Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 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 Depository Depositary or a nominee of a DepositoryDepositary. This Global Security is exchangeable for Securities registered in the name of a Person person other than the Depository Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository) may be registered except in such limited circumstancesDepositary. The Depository will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Security unless such beneficial interest 14 22 SECTION 205. Form of Trustee's Certificate of Authentication. This is in an amount equal to an authorized denomination for one of the Securities of the series, and the Depository, by its acceptance hereof, agrees series designated therein referred to be 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 any Security issued is registered in the name 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 Cede & Co. Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or such other name as is requested by an authorized representative of the Depository (and any payment is made more series. There shall be established in or pursuant to Cede & Co. or a Board Resolution, and, subject to such other entity as is an authorized representative of the Depository)Section 303, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, any Global Security shall provide, in addition to the provisions 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 202 304, 305, 306, 906 or 1107 and 203 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 preceding paragraphRegular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of (and premium, that the Depository will not sell, assign, transfer or otherwise convey any beneficial if any) and interest in such Global Security unless such beneficial interest is in an amount equal to an authorized denomination for on Securities of such seriesthe series shall be payable; (7) the period or periods within which, the price or prices at which and that the Depositoryterms and conditions upon which any Securities of the series may be redeemed, by accepting such Global Securityin whole or in part, agrees to be bound by such provision.at the option of the Company; 15 23
Appears in 1 contract
Samples: Indenture (Solutia Inc)
