Book-Based System Clause Samples
Book-Based System. (1) Debentures will be issued as Book-Entry Only Debentures and will be represented by the Global Debentures together with the legend provided for in Section 2.07(2). The Global Debentures will be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and will be registered in the name of “CDS & Co.” (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System).
(2) The Global Debentures will bear a legend in substantially the following form subject to modification as required by the Depository: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED (“CDS”) TO THE CORPORATION OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE IS SUBJECT TO A MASTER LETTER OF REPRESENTATION OF THE CORPORATION TO CDS, AS SUCH LETTER MAY BE REPLACED OR AMENDED FROM TIME TO TIME.”
(3) Subject to the terms of any agreement between the Corporation and CDS or other Depositary, beneficial holders of the Debenture will have no right to receive definitive Debentures.
Book-Based System. (a) Registration of beneficial interests in, and transfers and pledges of, Debentures represented by Global Certificates shall be made through the book-based system. Except for (i) Debentures originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act), (ii) Debentures for which physical certificates evidencing ownership in Debentures are otherwise required to deal with restricted and/or legended securities, or (iii) physical Debentures issued pursuant to Section 3.2(b), the Debentures shall be evidenced by a Global Certificate registered in the name of the Depository as contemplated in Section 2.4. Any Debentures originally issued to “affiliates” of the Issuer (as such term is defined in Rule 144 under the U.S. Securities Act) or issued pursuant to clause (ii) of the preceding sentence shall be evidenced by physical certificates evidencing ownership in such Debentures (substantially in the form set out in Schedule A hereto), and such definitive certificates shall bear the legend required in Section 2.6(e), unless and until transferred pursuant to Section 3.2(c)(ii) or exchanged pursuant to Section 3.6(a) of this Indenture.
(b) Except as otherwise provided in Section 3.2(b) and Section 3.2(c), the Debentures (other than (i) those Debentures issued to “affiliates” of the Issuer, as such term is defined in Rule 144 under the U.S. Securities Act, (ii) where physical certificates evidencing ownership in Debentures are otherwise required to deal with restricted and/or legended Debentures, or (iii) physical Debentures issued pursuant to Section 3.2(b)) shall be issued under the book-based system and shall be represented by a Global Certificate. Beneficial interests in a Global Certificate shall be represented through book-based accounts of Participants on behalf of the applicable Beneficial Holders in accordance with the rules and procedures of the Depository. None of the Issuer or the Debenture Trustees shall have any liability for (i) the records maintained by the Depository or any other Person relating to beneficial interests in Global Certificates or the book-based system maintained by the Depository, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or payments made by any Person (other than the Issuer) in respect thereof, (iii) any advice or representation made or given by the Depository or made or given herein with respect to the rules and regulatio...
Book-Based System. (a) Subject to the provisions of subsections 12(b) and (c) of this Part 3 and notwithstanding the provisions of Sections 1 through 11 of this Part 3, the Second Preferred Shares (or any of them) may be evidenced by a registered Global Certificate representing the aggregate number of such Second Preferred Shares held 18 Note to Completion: Teck to insert Redemption Amount. by, or on behalf of, the System Operator as custodian of the Global Certificate for the Participants and registered in the name of “CDS & Co.” (or in such other name as the System Operator may use from time to time as its nominee for purposes of the Book- Based System), and registrations of ownership, transfers and surrenders of Second Preferred Shares held in such manner shall be made only through the Book-Based System. Subject to subsection 12(c) of this Part 3, no beneficial (non-registered) holder of Second Preferred Shares shall receive a certificate or other instrument from the Corporation or the System Operator evidencing such holder's ownership thereof, and no such holder shall be shown on the records maintained by the System Operator except through a book-entry account of a Participant acting on behalf of such holder.
(b) Notwithstanding the provisions of Sections 1 through 11 of this Part 3, so long as the System Operator is the holder of any Second Preferred Shares:
(i) the System Operator shall be considered the sole registered owner of such Second Preferred Shares for the purposes of receiving notices or payments on or in respect of such Second Preferred Shares; and
(ii) the Corporation, pursuant to the exercise of rights of redemption shall deliver or cause to be delivered to the System Operator, for the benefit of the beneficial holders of such Second Preferred Shares, the cash redemption price for the Second Preferred Shares against delivery to the Corporation's account with the System Operator of such holders' Second Preferred Shares.
(c) If the Corporation determines that the System Operator is no longer willing or able to discharge properly its responsibilities with respect to the Book-Based System and the Corporation is unable to locate a qualified successor or the Corporation elects, or is required by applicable law, to withdraw such Second Preferred Shares from the Book-Based System, then subparagraphs (a) and (b) of this Section shall no longer be applicable to the Second Preferred Shares and the Corporation shall notify Book- Entry Holders through the System Operat...
Book-Based System. The General Partner may enter into an agreement with CDS pursuant to which, among other things, CDS agrees to record the CDS participants who hold Units on behalf of the owners of the Units and any sale or transfer of Units in accordance with a book-based system (the ‘‘Book-Based System’’). In such event, registrations of interests in the Units will be made only through the Book-Based System. It is acknowledged and agreed by each of the Limited Partners that there may be time delays in the recording of information by CDS in the Book-Based System and the recording of information in the Register. However, the General Partner will ensure that, as at the last day of December for each year that the Partnership is in existence, the Register is accurate and complete and the record maintained by CDS reflects the Register by CDS participant, to the extent applicable. CDS requires that all Units be represented in the form of a fully registered certificate (the “Certificate”) that is:
(a) deposited with CDS on the date of each Closing;
(b) held by, or on behalf of, CDS as custodian of the Certificate for CDS’ participants; and
(c) registered in the name of CDS or its nominee. If an agreement is made with CDS, a purchaser of Units will receive only a customer confirmation from the registered dealer or broker, from or through whom he or she has purchased Units and who is a participant of CDS. Each and all of the Limited Partners agree that CDS is acting as their nominee for this purpose and consent to these arrangements. If CDS notifies the Partnership that it is unwilling or unable to continue as depository in connection with the Certificate, or if at any time CDS ceases to be a clearing agency or otherwise ceases to be eligible to be a depository, and the Partnership is unable to locate a qualified successor, or if the Partnership elects to terminate the Book-Based System, the General Partner will make appropriate arrangements to issue certificates representing the Units to Limited Partners who held Units through the Book-Based System prior to the termination, in the amounts of such Limited Partners’ respective holdings of Units as of the effective date of such termination.
Book-Based System. 2.11.1 The Debentures shall initially be issued as Book-Entry Only Debentures and shall be represented by one or more fully-registered permanent global security certificates in the form of the certificate set out in Schedule “A” hereto together with the legend(s) substantially in the form provided for in Schedule “A-1” (the “Global Debentures(s)”). The Global Debenture(s) shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and shall be registered in the name of “CEDE & Co.” as the nominee of the Depository (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System). No Beneficial Holder will receive Definitive Debentures representing its beneficial ownership in Debentures unless the Company terminates the use of the Book-Based System with respect to the Debentures, or as otherwise provided in section 2.14.
2.11.2 If the Debentures cease to be held and/or traded in the Depository’s Book-Based System, the Company covenants and agrees that it shall use reasonable efforts to make such other book entry arrangements that it determines are reasonable for the Debentures.
Book-Based System. 14 2.10 Transfer of Warrants held in Book-Based System............................................. 15 2.11 Termination of Book-Based System................ 15 2.12 Dealings with the Depository.................... 16 3.
Book-Based System. 2.9.1 Registrations of ownership and transfers of the Series A Notes will be made only through the Book-Based System.
2.9.2 The rights of holders of any beneficial interest in the Series A Notes (“Beneficial Holders”) represented by a Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Series A Notes) will be exercised only through CDS or by proxy issued by CDS or its clearing agency participants and will be limited to those rights established by applicable law and agreements between CDS and its participants and between such participants and holders of such interests.
2.9.3 Except as provided in subsection 2.9.4,
2.9.3.1 neither the Partnership nor the Indenture Trustee will be under any obligation to deliver, nor will the holder of a beneficial interest in the Series A Notes represented by a Global Note have any right, to require the delivery of, a certificate evidencing a Series A Note to the holder of the beneficial interest in such Series A Note; and
2.9.3.2 no Beneficial Holder the Series A Notes represented by a Global Note shall be entitled to have such Series A Notes registered in their names; provided, however, that nothing herein shall prevent Beneficial Holders from voting Series A Notes in which they hold a beneficial interest in accordance with the procedures of the depositary.
2.9.4 The Partnership will (i) deliver to the Indenture Trustee definitive Series A Notes in fully registered form to be issued to Beneficial Holders, (ii) allow transfers of Series A Notes other than within the Book-Based System and (iii) make payments or distributions required to be made under this First Supplemental Indenture to Beneficial Holders, in each case only if:
2.9.4.1 the Partnership is required to do so by applicable law;
2.9.4.2 the Book-Based System ceases to exist and the Partnership is unable to find alternative arrangements whereby the Series A Notes can be traded through a book-entry system;
2.9.4.3 CDS has notified the Partnership that it is no longer willing or eligible or is unable to discharge properly its responsibilities as depositary for the Series A Notes and the Partnership is unable to find a qualified successor;
2.9.4.4 the Partnership elects to terminate the record entry system through CDS due to circumstances where the Partnership has determined it is impracticable to effect any distribution of Series A Notes through the Book-Based System or through the facilities of CDS ...
Book-Based System. 7.14.1 The provisions of this Section 7.14 shall not in any way alter the nature of Units or the relationships of a Unitholder to the Trustees and of one Unitholder to another but are intended only to facilitate the issuance of certificates evidencing the ownership of Units, if desirable to issue them to Unitholders, and the recording of all transactions in respect of Units and Unit Certificates whether by the Trust, securities dealers, stock exchanges, transfer agents, registrars or other persons.
7.14.2 The Units may, at the board of Trustee’s option:
(a) be issued and deposited in electronic form pursuant to the book-based system administered by CDS as non-certificated inventory (the “CDS NCI”) with CDS or its nominee as depository of the CDS NCI for the participants of CDS, registered in the name of CDS or its nominee;
(b) be represented in the form of one or more fully registered global unit certificates (each a “Global Unit Certificate”) held by, or on behalf of, CDS, as depository of the Global Unit Certificates for the participants of CDS, registered in the name of CDS or its nominee; or
(c) be issued in fully registered form to holders or their nominees, other than CDS or its nominees, and either (i) represented in the form of one or more fully registered physical certificates, or (ii) issued in electronic form as non-certificated inventory, in each case registered in the name of the holder or its nominee. Registration of ownership and transfers of the Units represented by one or more Global Unit Certificates or forming part of any CDS NCI will be effected only through the book-based system administered by CDS.
7.14.3 CDS will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the Global Unit Certificates or Units forming part of any CDS NCI. Sales of interests in the Global Unit Certificates or Units forming part of any CDS NCI can only be completed through participants in the depository services of CDS.
7.14.4 All references herein to actions by, notices given or payments made to Unitholders shall, where such Units are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS Participants in accordance with CDS’s rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Unitholders evidencing a specified percentage of the aggregate Units outstanding, s...
Book-Based System. The provisions of this Section 7.15 shall not in any way alter the nature of Units or the relationships of a Unitholder to the Trustees and of one Unitholder to another but are intended only to facilitate the issuance of certificates evidencing the ownership of Units, if desirable to issue them to Unitholders, and the recording of all transactions in respect of Units and Unit Certificates whether by the Trust, securities dealers, stock exchanges, transfer agents, registrars or other persons. Except as otherwise provided below, the Units will be represented in the form of one or more fully registered global unit certificates (each a “Global Unit Certificate”) held by, or on behalf of, CDS, as depository of the Global Unit Certificates for the participants of CDS, registered in the name of CDS or its nominee, and registration of ownership and transfers of the Units will be effected only through the book-based system administered by CDS. On a closing, CDS will credit interests in the Global Unit Certificates representing the Units to the accounts of its participants as directed by the agents. Except as described below, no purchaser of a Unit will be entitled to a certificate or other instrument from the Trust evidencing that purchaser’s ownership thereof, and no Beneficial Owner will be shown on the records maintained by CDS except through book-entry accounts of a participant of CDS acting on behalf of the Beneficial Owners. CDS will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the Global Unit Certificates. Sales of interests in the Global Unit Certificates can only be completed through participants in the depository services of CDS. Units will be issued in fully registered form to holders or their nominees, other than CDS or its nominee, only if: (a) the Trust is required to do so by applicable law; (b) the depository system of CDS ceases to exist; (c) the Trust determines that CDS is no longer willing or able or qualified to discharge properly its responsibility as depository and the Trust is unable to locate a qualified successor; or (d) the Trust at its option elects to terminate the Book- Entry System in respect of the Units through CDS. All references herein to actions by, notices given or payments made to Unitholders shall, where such Units are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS Participants in accordance wit...
Book-Based System. (a) In the event that all of the Outstanding Definitive Debentures are registered in the name of “CDS & Co.” or “Cede & Co.”, the Trustee may issue, in replacement of the Definitive Debentures, one or more permanent global security certificates in the form of the certificate set out in Schedule 2.2 hereto together with the legend provided for in subsection (b) and section 2.20, as applicable (the “Global Debenture(s)”). The Global Debenture(s) shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System for such Depository and shall be registered in the name of “CDS & Co.” or “Cede & Co.”, or such other names as the applicable Depository may use from time to time as its nominee for the purposes of its Book-Based System. In the event that all of the Outstanding Debentures are registered in the name of “CDS & Co.” or “Cede & Co.”, no Beneficial Holder will receive Definitive Debentures representing their beneficial ownership in Debentures unless the Issuer determines to terminate the Book-Entry Only 36990-2073 30186571.16