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Common use of Book-Entry Interests Clause in Contracts

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 4 contracts

Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/), Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/), Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)

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Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 4 contracts

Samples: Purchase Contract and Pledge Agreement (PPL Corp), Purchase Contract and Pledge Agreement (PPL Corp), Purchase Contract and Pledge Agreement (Great Plains Energy Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Capital Security shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the Depository, Clearing Agency and no Capital Security Beneficial Owner will receive physical delivery of a definitive Certificate Capital Security certificate (a “Capital Security Certificate”) representing such Capital Security Beneficial Owner’s interest interests in such Global CertificateCapital Security, except as provided in Section 3.099.2 and Section 7.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Capital Securities have been issued to the Capital Security Beneficial Owners pursuant to Section 3.099.2 or Section 7.9: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Capital Security and receiving approvals, votes or consents hereunder) as the sole Holder of the Units and the sole holder of the Global Certificates Capital Security and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository Clearing Agency and/or the Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Capital Security to such Clearing Agency Participants; provided, however, that solely for the purposes of determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Trust Agreement, the Trustees, with respect to the Global Capital Security, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Capital Security Beneficial Owners’ votes or assigning the Depository Participants. The Depository right to vote on any matter to any other Persons either in whole or in part; and the Clearing Agency will also make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 4 contracts

Samples: Trust Agreement (Webster Capital Trust Vi), Trust Agreement (Webster Capital Trust Vi), Trust Agreement (Webster Capital Trust Vi)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making including the payment of Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Clearing Agency Participants. Transfers of securities Units evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities Units (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (FPL Group Inc), Purchase Contract Agreement (FPL Group Inc)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register books and records of the Company in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s 's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-book entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository ParticipantsDepositary Payments. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section Sections 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (Oneok Inc /New/)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Capital Security shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the Depository, Clearing Agency and no Capital Security Beneficial Owner will receive physical delivery of a definitive Certificate Capital Security certificate (a "Capital Security Certificate") representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCapital Security, except as provided in Section 3.099.2 and Section 7.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Capital Securities have been issued to the Capital Security Beneficial Owners pursuant to Section 3.099.2 or Section 7.9: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Capital Security and receiving approvals, votes or consents hereunder) as the sole Holder of the Units and the sole holder of the Global Certificates Capital Security and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository Clearing Agency and/or the Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Capital Security to such Clearing Agency Participants; provided, however, that solely for the purposes of determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Trust Agreement, the Trustees, with respect to the Global Capital Security, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Capital Security Beneficial Owners' votes or assigning the Depository Participants. The Depository right to vote on any matter to any other Persons either in whole or in part; and the Clearing Agency will also make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 3 contracts

Samples: Trust Agreement (Webster Financial Corp), Trust Agreement (Webster Financial Corp), Trust Agreement (Webster Financial Corp)

Book-Entry Interests. The Certificates will Unless otherwise specified in the Terms and Conditions, the Trust Preferred Securities Certificates, on original issuance, shall be initially issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyTrust. The Company hereby designates DTC as the initial Depository. Such Each such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such any Global Certificate, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with Except for the Depository if so requested by the Company. Following the issuance of such Global definitive Trust Preferred Security Certificates and unless and until definitive, and fully registered Certificates have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.09:9.7 or in accordance with the Terms and Conditions: 40 (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust, the Trustees and any Agent shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on any Global Certificate and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the any Global Certificates Certificate and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementAgreement other than the Terms and Conditions, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such the Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants to receive and transmit payments and other distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that, solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Agreement, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 3 contracts

Samples: Trust Agreement (Dte Energy Co), Trust Agreement (Detroit Edison Trust I), Trust Agreement (Dte Energy Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository as required by the Depository in connection herewith and if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Agents shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units evidenced by Global Certificates and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate. Neither the Purchase Contract Agent nor any other Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 3 contracts

Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement

Book-Entry Interests. The Certificates Unless otherwise specified in this Trust Agreement, the Preferred Trust Security Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Preferred Trust Security Certificates (each, a "Global CertificatesCertificate"), to be delivered to DTC, the Depository initial Clearing Agency (or its held by a custodian thereof), by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Trust Security Beneficial Owner will receive a definitive Preferred Trust Security Certificate representing such Preferred Trust Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.0910.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Trust Security Certificates (the "Definitive Preferred Trust Security Certificates") have been issued to the Preferred Trust Security Beneficial Owners pursuant to Section 3.0910.07: (ia) the provisions of this Section 3.06 10.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder Holder of the Global Certificates and shall have no obligation to the Preferred Trust Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.04 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Trust Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Trust Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of distributions on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Trust Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Preferred Trust Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Preferred Trust Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 2 contracts

Samples: Trust Agreement (Texas Utilities Co /Tx/), Trust Agreement (Txu Europe Funding I L P)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the HiMEDS Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the HiMEDS Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-book entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury HiMEDS Units and the recreation of Corporate HiMEDS Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Avery Dennison Corporation), Purchase Contract and Pledge Agreement (Bankunited Financial Corp)

Book-Entry Interests. The Certificates will Unless otherwise specified in the Terms and Conditions, the Trust Preferred Securities Certificates, on original issuance, shall be initially issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyTrust. The Company hereby designates DTC as the initial Depository. Such Each such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such any Global Certificate, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with Except for the Depository if so requested by the Company. Following the issuance of such Global definitive Trust Preferred Security Certificates and unless and until definitive, and fully registered Certificates have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.7 or in accordance with the Terms and Conditions: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust, the Trustees and any Agent shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on any Global Certificate and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the any Global Certificates Certificate and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementAgreement other than the Terms and Conditions, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such the Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants to receive and transmit payments and other distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that, solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Agreement, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 2 contracts

Samples: Trust Agreement (Dte Energy Co), Trust Agreement (Dte Energy Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates Unless Definitive Preferred Securities have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.09:Sections 6.21(e) and 6.21(f): (ia) the provisions of this Section 3.06 7.3 shall be in full force and effect; (iib) to the extent that the provisions of this Section 7.3 conflict with any other provisions of this Trust Agreement, the provisions of this Section 7.3 shall control; (c) the Company Trust, the Sponsor and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder absolute owner of the Global Certificates Preferred Securities for all purposes whatsoever and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository will Clearing Agency shall make book-entry transfers among Depository the Clearing Agency Participants and shall receive and transmit Contract Adjustment Payments payments of Distributions on the Global Preferred Securities to such Depository Clearing Agency Participants. Transfers ; provided that solely for the purposes of securities evidenced by determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Preferred Securities have not been issued and the Preferred Securities remain in the form of one or more Global Certificates Preferred Securities, the Trustees may rely conclusively on, and shall be made through protected in relying on, any written instrument (including a proxy) delivered to the facilities Trustees by the Clearing Agency setting forth the votes of the Depository, and Preferred Security Beneficial Owners or assigning the right to vote on any cancellation of, matter to any other Persons either in whole or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificatepart.

Appears in 2 contracts

Samples: Trust Agreement (Indymac Bancorp Inc), Trust Agreement (Indymac Bancorp Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.08. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary in form and substance satisfactory to the Purchase Contract Agent if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.08: (ia) the provisions of this Section 3.06 shall be in full force and effect; (iib) the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments Payments, providing notices and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.093.08; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (ivd) except as set forth in the proviso of clause (iib) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units, the creation of Cash Settled Units and the recreation of Corporate Units pursuant to Section 3.13 3.12(a), Section 3.13(a) and Section 3.14 3.14(a) or Section 3.15(a), respectively) shall be accomplished by the Purchase Contract Agent in its capacity as paying agent making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)

Book-Entry Interests. The Certificates will Certificates, on --------------------- original issuance, may, but need not, be initially issued in the form of one a typewritten Certificate or more fully registered Global CertificatesCertificates representing the Book Entry Interests, to be delivered to The Depository Trust Company, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyPartnership. The Company hereby designates DTC as the initial Depository. Such Global Any such Certificates shall initially be registered on the Security Register books and records of the Partnership in the name of Cede & Co., the nominee of the Depositoryinitial Clearing Agency, and no Beneficial Preferred Partner Interest Owner will receive a definitive Certificate representing such Beneficial Preferred Partner Interest Owner’s interest 's interests in such Global Certificate, except as provided in Section 3.0914.06. The Purchase Contract Agent shall enter into an agreement with Except to the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until extent that definitive, and fully registered Certificates (the "Definitive Certificates") have been issued to Beneficial the Preferred 38 Partner Interest Owners pursuant to Section 3.0914.06 or other Persons pursuant to this Agreement, with respect to Global Certificates: (ia) the The provisions of this Section 3.06 shall be in full force and effect; (iib) The Partnership and the Company General Partner shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on such Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units a Preferred Partner and the sole holder of the such Global Certificates and shall have no obligation obligations to the Beneficial Preferred Partner Interest Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the The rights of the Beneficial Preferred Partner Interest Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Preferred Partner Interest Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository With respect to such Global Certificates, the initial Clearing Agency will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of distributions on such Global Certificates to such Depository Clearing Agency Participants. Transfers ; (d) Subject in all respects to Section 14.07, to the extent that the provisions of securities evidenced by this Section conflict with any other provisions of this Agreement as they relate to Global Certificates Certificates, the provisions of this Section shall control; and (e) Whenever this Agreement requires or permits actions to be taken based upon approvals, votes or consents of a percentage of the Preferred Partners who hold Global Certificates, the Clearing Agency shall be made through deemed to represent such percentage only to the facilities extent that it has received instructions to such effect from the Preferred Partner Interest Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth beneficial interests in such Global CertificateCertificates and has delivered such instructions to the General Partner.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Penelec Capital Trust), Limited Partnership Agreement (Met Ed Capital Trust)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more more, fully registered registered, global Preferred Security Certificates (each a “Global CertificatesCertificate”), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the “Definitive Preferred Security Certificates”) have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through DTC will make book entry transfers among the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global CertificateClearing Agency Participants.

Appears in 2 contracts

Samples: Trust Agreement, Trust Agreement (Allstate Financing X)

Book-Entry Interests. The Certificates (a) So long as Preferred Securities are eligible for book-entry settlement with the Clearing Agency or unless otherwise required by law, all Preferred Securities that are so eligible will be initially issued in the form of represented by one or more fully registered Global Certificates, Preferred Securities Certificates (each a "Book-Entry Preferred Securities Certificate") in global form to be delivered to the Depository Clearing Agency or its custodian custodian, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Book-Entry Preferred Securities Certificates shall initially be registered on the Security Securities Register in the name of Cede & Co., the nominee of the DepositoryDTC, and no Beneficial Owner will receive a definitive Definitive Preferred Securities Certificate representing such Beneficial Owner’s interest 's interests in such Global CertificateBook-Entry Preferred Securities Certificates, except as provided in Section 3.095.11(d) below. The Purchase Contract Agent transfer and exchange of beneficial interests in any such Preferred Security in global form shall enter into an agreement be effected through the Clearing Agency in accordance with this Trust Agreement and the Depository if so requested procedures of the Clearing Agency therefor. (b) Except as provided in subparagraph (d) of this Section 5.11, Owners of a Preferred Security in global form shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Preferred Securities in global form. (c) Any Book-Entry Preferred Securities Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or changes as may be required by the Company. Following Clearing Agency or any securities exchange, interdealer quotation system or self-regulatory organization upon which the Preferred Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Preferred Securities are subject. (d) Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in this Section 5.11(d)), a Preferred Security in global form may not be exchanged in whole or in part for Preferred Securities registered, and no transfer of a Preferred Security in global form may be registered, in the name of any Person other than the Clearing Agency or nominee thereof unless (i) such Clearing Agency (A) has notified the Property Trustee and the Depositor that it is unwilling or unable to continue as Clearing Agency for such global Preferred Security and the Depositor on behalf of the Trust thereupon fails to appoint a successor Clearing Agency within 90 days after the receipt of such notice or (B) has ceased to be a clearing agency registered as such under the Exchange Act, (ii) the Depositor in its sole discretion elects to cause the issuance of the Preferred Securities in certificated form or (iii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Trust Agreement, with respect to such Global Certificates and unless global Preferred Security. Following exchange of a global Preferred Security, or a portion thereof, for a definitive Preferred Security, no such definitive Preferred Security, or portion thereof, shall be included in any Book-Entry Preferred Securities Certificate. Unless and until definitive, and fully registered Definitive Preferred Securities Certificates have been issued to Beneficial Owners pursuant to Section 3.095.13: (i) the provisions of this Section 3.06 5.11(d) shall be in full force and effect; (ii) the Company Securities Registrar, the Administrators and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Preferred Securities Certificates (including, without limitation, making Contract Adjustment Payments including the payment of the Liquidation Amount of and receiving approvals, votes Distributions on the Preferred Securities evidenced by Book-Entry Preferred Securities and the giving of instructions or consents hereunderdirections to Owners of Preferred Securities evidenced by Book-Entry Preferred Securities) as the sole Holder of the Units and the sole holder of the Global Certificates Preferred Securities evidenced by Book-Entry Preferred Securities and shall have no obligation obligations to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09Owners thereof; (iii) to the extent that the provisions of this Section 3.06 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 5.11 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners of the Book-Entry Preferred Securities Certificates shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments on the Preferred Securities to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates . (e) A single Common Securities Certificate representing the Common Securities shall be made through issued to the facilities of the Depository, and any cancellation of, or increase or decrease Depositor in the number of, such securities (including the creation form of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global a definitive Common Securities Certificate.

Appears in 2 contracts

Samples: Trust Agreement (Bear Stearns Companies Inc), Trust Agreement (Bear Stearns Companies Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Trust Preferred Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateTrust Preferred Securities, except as provided in Section 3.099.2 and Section 7.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Trust Preferred Securities certificates have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.2 or Section 7.9: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Trust Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through DTC will make book entry transfers among the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global CertificateClearing Agency Participants.

Appears in 2 contracts

Samples: Trust Agreement (Agl Capital Trust Ii), Trust Agreement (Agl Capital Trust Iii)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s 's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making including the payment of Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository Clearing Agency will make book-entry book‑entry transfers among Depository Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Clearing Agency Participants. Transfers of securities Units evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities Units (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (Nextera Energy Inc)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to the Depository or its custodian Depositary, the initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates Certificate(s) shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificate(s), except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificate(s) and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository Depositary will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 2 contracts

Samples: Trust Agreement (Berkley W R Corp), Trust Agreement (Berkley W R Corp)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s 's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) : the provisions of this Section 3.06 shall be in full force and effect; (ii) ; the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s 's right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) ; to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) and except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 3.14, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Entergy Mississippi Inc), Purchase Contract and Pledge Agreement (Entergy Corp /De/)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Preferred Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Certificate Preferred Security certificate (a "Preferred Security Certificate") representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificatePreferred Securities, except as provided in Section 3.099.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Preferred Securities certificates have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.2: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Property Trustee and the Administrative Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through DTC will make book entry transfers among the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global CertificateClearing Agency Participants.

Appears in 2 contracts

Samples: Trust Agreement (New South Capital Trust I), Trust Agreement (New South Capital Trust I)

Book-Entry Interests. (a) The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository MCAPS Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryMCAPS Depositary. Such Global Certificates shall initially be registered on the Security Register books and records of the Company in the name of Cede & Co., the nominee of the DepositoryMCAPS Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.9. The Stock Purchase Contract Agent shall enter into an agreement with the Depository MCAPS Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository MCAPS Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units MCAPS and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a any Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or the involvement of the Depository of MCAPS Depositary or any kindother Person, such Beneficial Owner’s its right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Certificates pursuant to Section 3.093.9; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository MCAPS Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository MCAPS Depositary or the Depository MCAPS Depositary Participants. The Depository will make book-entry transfers among Depository Participants and ; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the MCAPS Depositary or any other Person, its right to receive and transmit Contract Adjustment Payments definitive Certificates pursuant to such Depository ParticipantsSection 3.9. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryMCAPS Depositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units MCAPS and the recreation of Corporate Units Normal MCAPS pursuant to Section Sections 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 2 contracts

Samples: Stock Purchase Contract (Lehman Brothers Holdings Inc), Stock Purchase Contract (Lehman Brothers Holdings Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository as required by the Depository and in form and substance reasonably acceptable to the Purchase Contract Agent in connection herewith and if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, definitive and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Agents shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units evidenced by Global Certificates and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate. None of the Company, the Purchase Contract Agent or any other Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Co)

Book-Entry Interests. The Certificates Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to deposited with a custodian for DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.0910.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.0910.07: (ia) the provisions of this Section 3.06 10.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder Holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.04 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Abn Amro Bank Nv)

Book-Entry Interests. The Certificates Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Trust Preferred Security Certificates (each a “Global CertificatesCertificate”), to be delivered to deposited with a custodian for DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest interests in such Global CertificateCertificates, except as provided in Section 3.0910.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the “Definitive Trust Preferred Security Certificates”) have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.0910.07: (ia) the provisions of this Section 3.06 10.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder Holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.04 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners’ votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Abn Amro Holding N V)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Trust Preferred Securities, the Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.07: (ia) the provisions of this Section 3.06 9.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.04 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants, including receiving and transmitting payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Declaration, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Declaration of Trust (Nuevo Energy Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless (a) Unless and until definitive, and fully registered Certificates Definitive Preferred Securities have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.02: (i) the provisions of this Section 3.06 9.04 shall be in full force and effect; (ii) the Company Trust and the Trustees shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder Holder of the Global Certificates Preferred Securities and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 9.04 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.04 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or and/or the Depository Participants, including receiving and transmitting payments of Distributions on the Global Certificates to such Participants. The Depository will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to the Participants. (b) Any Global Preferred Security may be endorsed with or have incorporated in the text thereof such Depository Participants. Transfers legends or recitals or changes not inconsistent with the provisions of securities evidenced this Agreement as may be required by Global Certificates shall be made through the facilities of the Depository, by any exchange or by the National Association of Securities Dealers, Inc. in order for the Preferred Securities to be tradeable on the PORTAL Market or as may be required for the Preferred Securities to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any cancellation ofsecurities exchange upon which the Preferred Securities may be listed or traded or to conform with any usage with respect thereto, or increase to indicate any special limitations or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant restrictions to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificatewhich any particular Preferred Securities are subject.

Appears in 1 contract

Samples: Trust Agreement (Mutual Risk Management LTD)

Book-Entry Interests. (a) The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the CompanyIssuer. The Company Issuer hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register books and records of the Issuer in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s 's interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the CompanyIssuer. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company Issuer shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. . (b) Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section Sections 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract Agreement (TPG Nv)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.08. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.08: (ia) the provisions of this Section 3.06 shall be in full force and effect; (iib) the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.093.08; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (ivd) except as set forth in the proviso of clause (iib) of this Section 3.063.06 , the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units, the creation of Cash Settled Units and the recreation of Corporate Units pursuant to Section 3.13 3.12(a), Section 3.13(a) and Section 3.14 3.14(a), respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Aes Corp)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository as required by the Depository in connection herewith and if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units evidenced by Global Certificates and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate. Neither the Purchase Contract Agent nor any other Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Exelon Corp)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Trust Preferred Securities, the Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants, including receiving and transmitting payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Declaration, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Declaration of Trust (Bay View Capital Corp)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (ia) the provisions of this Section 3.06 shall be in full force and effect; (iib) the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (ivd) except as set forth in the proviso of clause (iib) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units, the creation of Cash Settled Units and the recreation of Corporate Units pursuant to Section 3.13 3.13(a), Section 3.14(a) and Section 3.14 3.15(a), respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)

Book-Entry Interests. The Certificates Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to deposited with a custodian for DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.0910.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.0910.07: (ia) the provisions of this Section 3.06 10.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Dividends on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder Holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.04 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Dividends on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Abn Amro Bank Nv)

Book-Entry Interests. The Certificates Unless otherwise specified in the -------------------- terms of the Trust Preferred Securities, the Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, 63 global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository initial Clearing Agency, or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.0910.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.0910.7: (ia) the provisions of this Section 3.06 10.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder Holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Hei Preferred Funding L P)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Preferred Security Certificates (each, a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Depositary, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Depositary for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Agreementthe Declaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Depositary and/or the Depository Depositary Participants. The Depository Depositary shall receive and transmit payments of Distributions on the Global Certificates to such Depositary Participants. The Depositary will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Declaration of Trust (Reliastar Financing V)

Book-Entry Interests. The Upon an exchange of a non-global Certificate or non-global Certificates for a Global Certificate or Global Certificates as described in Section 3.6 above, the Normal Units and the Stripped Units or a portion thereof will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Company in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.10. The Purchase Contract Agent shall enter into an a customary agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.10: (ia) the provisions of this Section 3.06 3.7 shall be in full force and effect; (iib) the Company and the Agent shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making including the payment of Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 3.7 conflict with any other provisions of this AgreementAgreement or any Certificate, the provisions of this Section 3.06 3.7 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments and other payments on the Units to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract Agreement (Unumprovident Corp)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Preferred Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificatePreferred Securities, except as provided in Section 3.097.9 and Section 9.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Preferred Securities certificates have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.097.9 and Section 9.2: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the certificate or certificates representing Global Certificates Preferred Securities and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository Clearing Agency or Clearing Agency Participants and the Depository Clearing Agency shall receive and transmit payments of Distributions on the Global Preferred Securities to such Clearing Agency Participants; provided that, solely for the purposes of determining whether the Holders of the requisite amount of Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Preferred Security certificates have not been issued, the Trustees may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Preferred Security Beneficial Owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part. The Depository DTC will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Trust Agreement (Newfield Exploration Co /De/)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates Certificate(s) shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificate(s), except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificate(s) and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency 35 Participants and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Supplemental Indenture (Protective Life Corp)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (United Technologies Corp /De/)

Book-Entry Interests. The Certificates (a) So long as Preferred Securities are eligible for book-entry settlement with the Clearing Agency or unless otherwise required by law, all Preferred Securities that are so eligible will be initially issued in the form of represented by one or more fully registered Global Certificates, Preferred Securities Certificates (each a “Book Entry Preferred Securities Certificate”) in global form to be delivered to the Depository Clearing Agency or its custodian custodian, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Book Entry Preferred Securities Certificates shall initially be registered on the Security Securities Register in the name of Cede & Co., the nominee of the DepositoryDTC, and no Beneficial Owner will receive a definitive Definitive Preferred Securities Certificate representing such Beneficial Owner’s interest interests in such Global CertificateBook Entry Preferred Securities Certificates, except as provided in Section 3.095.11(d) below. The Purchase Contract Agent transfer and exchange of beneficial interests in any such Preferred Security in global form shall enter into an agreement be effected through the Clearing Agency in accordance with this Trust Agreement and the Depository if so requested procedures of the Clearing Agency therefor. (b) Except as provided in subparagraph (d) of this Section 5.11, Owners of a Preferred Security in global form shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Preferred Securities in global form. (c) Any Book Entry Preferred Securities Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or changes as may be required by the Company. Following Clearing Agency or any securities exchange, interdealer quotation system or self-regulatory organization upon which the Preferred Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Preferred Securities are subject. (d) Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in this Section 5.11(d)), a Preferred Security in global form may not be exchanged in whole or in part for Preferred Securities registered, and no transfer of a Preferred Security in global form may be registered, in the name of any Person other than the Clearing Agency or nominee thereof unless (i) such Clearing Agency (A) has notified the Property Trustee and the Depositor that it is unwilling or unable to continue as Clearing Agency for such global Preferred Security and the Depositor on behalf of the Trust thereupon fails to appoint a successor Clearing Agency within 90 days after the receipt of such notice or (B) has ceased to be a clearing agency registered as such under the Exchange Act, (ii) the Depositor in its sole discretion elects to cause the issuance of the Preferred Securities in certificated form or (iii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Trust Agreement, with respect to such Global Certificates and unless global Preferred Security. Following exchange of a global Preferred Security, or a portion thereof, for a definitive Preferred Security, no such definitive Preferred Security, or portion thereof, shall be included in any Book Entry Preferred Securities Certificate. Unless and until definitive, and fully registered Definitive Preferred Securities Certificates have been issued to Beneficial Owners pursuant to Section 3.095.13: (i) the provisions of this Section 3.06 5.11(d) shall be in full force and effect; (ii) the Company Securities Registrar and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Preferred Securities Certificates (including, without limitation, making Contract Adjustment Payments including the payment of the Liquidation Amount of and receiving approvals, votes Distributions on the Preferred Securities evidenced by Book-Entry Preferred Securities and the giving of instructions or consents hereunderdirections to Owners of Preferred Securities evidenced by Book-Entry Preferred Securities) as the sole Holder of the Units and the sole holder of the Global Certificates Preferred Securities evidenced by Book-Entry Preferred Securities and shall have no obligation obligations to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09Owners thereof; (iii) to the extent that the provisions of this Section 3.06 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 5.11 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners of the Book-Entry Preferred Securities Certificates shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments on the Preferred Securities to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates . (e) A single Common Securities Certificate representing the Common Securities shall be made through issued to the facilities of the Depository, and any cancellation of, or increase or decrease Depositor in the number of, such securities (including the creation form of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global a definitive Common Securities Certificate.

Appears in 1 contract

Samples: Trust Agreement (Bear Stearns Capital Trust Iv)

Book-Entry Interests. The Certificates will Certificates, on original issuance, may, but need not, be initially issued in the form of one a typewritten Certificate or more fully registered Global CertificatesCertificates representing the Book Entry Interests, to be delivered to The Depository Trust Company, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyPartnership. The Company hereby designates DTC as the initial Depository. Such Global Any such Certificates shall initially be registered on the Security Register books and records of the Partnership in the name of Cede & Co., the nominee of the Depositoryinitial Clearing Agency, and no Beneficial Preferred Partner Interest Owner will receive a definitive Certificate representing such Beneficial Preferred Partner Interest Owner’s interest 's interests in such Global Certificate, except as provided in Section 3.0914.06. The Purchase Contract Agent shall enter into an agreement with Except to the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until extent that definitive, and fully registered Certificates (the "Definitive Certificates") have been issued to Beneficial the Preferred Partner Interest Owners pursuant to Section 3.0914.06 or other Persons pursuant to this Agreement, with respect to Global Certificates: (ia) the The provisions of this Section 3.06 shall be in full force and effect; (iib) The Partnership and the Company General Partner shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on such Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units a Preferred Partner and the sole holder of the such Global Certificates and shall have no obligation obligations to the Beneficial Preferred Partner Interest Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the The rights of the Beneficial Preferred Partner Interest Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Preferred Partner Interest Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository With respect to such Global Certificates, the initial Clearing Agency will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of distributions on such Global Certificates to such Depository Clearing Agency Participants. Transfers ; (d) Subject in all respects to Section 14.07, to the extent that the provisions of securities evidenced by this Section conflict with any other provisions of this Agreement as they relate to Global Certificates Certificates, the provisions of this Section shall control; and (e) Whenever this Agreement requires or permits actions to be taken based upon approvals, votes or consents of a percentage of the Preferred Partners who hold Global Certificates, the Clearing Agency shall be made through deemed to represent such percentage only to the facilities extent that it has received instructions to such effect from the Preferred Partner Interest Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth beneficial interests in such Global CertificateCertificates and has delivered such instructions to the General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Pennsylvania Electric Co)

Book-Entry Interests. The Certificates Unless otherwise specified in -------------------- the terms of the Trust Preferred Securities, the Trust Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Trust Preferred Security Certificate (a "Global CertificatesCertificate"), to be delivered to DTC, the Depository initial Depository, or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such Global Certificate, except as provided in Section 3.0910.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Trust Preferred Security Certificates (the "Definitive Trust Preferred Security Certificates") have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.0910.7: (ia) the provisions of this Section 3.06 10.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificate and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder Holder of the Global Certificates Certificate and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or and/or the Depository Participants and the Depository shall receive and transmit payments of Distributions on the Global Certificates to such Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such the Depository Participants. Transfers ; provided, that solely for the purposes of securities evidenced by Global determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Trust Preferred Security Certificates have not been issued, the Trustees may conclusively rely on, and shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Depository setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Hawaiian Electric Industries Inc)

Book-Entry Interests. The Certificates will Unless otherwise specified in the Terms and Conditions, the Trust Preferred Securities Certificates, on original issuance, shall be initially issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyTrust. The Company hereby designates DTC as the initial Depository. Such Each such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such any Global Certificate, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with Except for the Depository if so requested by the Company. Following the issuance of such Global definitive Trust Preferred Security Certificates and unless and until definitive, and fully registered Certificates have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.7 or in accordance with the Terms and Conditions: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust, the Trustees and any Agent shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on any Global Certificate and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the any Global Certificates Certificate and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementAgreement other than the Terms and Conditions, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such the Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants to receive and transmit payments and other distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided that, solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Agreement, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Dte Energy Co)

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Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Capital Securities, the Capital Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Capital Security Certificates (each, a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Depository, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Capital Security Beneficial Owner will receive a definitive Capital Security Certificate representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.098.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Capital Security Certificates (the "Definitive Capital Security Certificates") have been issued to the Capital Security Beneficial Owners pursuant to Section 3.098.7: (ia) the provisions of this Section 3.06 8.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Capital Securities and the sole holder of the Global Certificates and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 8.4 conflict with any other provisions of this Agreementthe Declaration, the provisions of this Section 3.06 8.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository or and/or the Depository Participants. The Depository shall receive and transmit payments of Distributions on the Global Certificates to such Depository Participants. The Depository will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such the Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Indenture (Land O Lakes Inc)

Book-Entry Interests. The Certificates Trust Preferred Securities, on original issuance, will be initially issued in the form of definitive, fully registered Trust Preferred Security Certificates (the “Definitive Trust Preferred Security Certificates”). The Trust Preferred Securities may, upon the instruction of the Sponsor, be issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a “Global CertificatesCertificate”), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with If the Depository if so requested by the Company. Following the issuance of such Trust Preferred Securities are held as Global Certificates and Certificates, then unless and until definitive, and fully registered Definitive Trust Preferred Security Certificates shall have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement

Book-Entry Interests. The Certificates will Unless otherwise specified in the Terms and Conditions, the Trust Preferred Securities Certificates, on original issuance, shall be initially issued in the form of one or more more, fully registered registered, global Trust Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyTrust. The Company hereby designates DTC as the initial Depository. Such Each such Global Certificates Certificate shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Trust Preferred Security Beneficial Owner will receive a definitive Trust Preferred Security Certificate representing such Trust Preferred Security Beneficial Owner’s interest 's interests in such any Global Certificate, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with Except for the Depository if so requested by the Company. Following the issuance of such Global definitive Trust Preferred Security Certificates and unless and until definitive, and fully registered Certificates have been issued to the Trust Preferred Security Beneficial Owners pursuant to Section 3.099.7 or in accordance with the Terms and Conditions: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust, the Trustees and any Agent shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on any Global Certificate and receiving approvals, votes or consents hereunder) as the Holder of the Units Trust Preferred Securities and the sole holder of the any Global Certificates Certificate and shall have no obligation to the Trust Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementAgreement other than the Terms and Conditions, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Trust Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and 40 48 agreements between such the Trust Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants to receive and transmit payments and other distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that, solely for the purposes of determining whether the Holders of the requisite amount of Trust Preferred Securities have voted on any matter provided for in this Agreement, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Trust Preferred Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Apache Trust Ii)

Book-Entry Interests. The Certificates will Certificates, on original issuance, may, but need not, be initially issued in the form of one a typewritten Certificate or more fully registered Global CertificatesCertificates representing the Book Entry Interests, to be delivered to The Depository Trust Company, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the CompanyPartnership. The Company hereby designates DTC as the initial Depository. Such Global Any such Certificates shall initially be registered on the Security Register books and records of the Partnership in the name of Cede & Co., the nominee of the Depositoryinitial Clearing Agency, and no Beneficial Preferred 36 Partner Interest Owner will receive a definitive Certificate representing such Beneficial Preferred Partner Interest Owner’s interest 's interests in such Global Certificate, except as provided in Section 3.0914.06. The Purchase Contract Agent shall enter into an agreement with Except to the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless and until extent that definitive, and fully registered Certificates (the "Definitive Certificates") have been issued to Beneficial the Preferred Partner Interest Owners pursuant to Section 3.0914.06 or other Persons pursuant to this Agreement, with respect to Global Certificates: (ia) the The provisions of this Section 3.06 shall be in full force and effect; (iib) The Partnership and the Company General Partner shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on such Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units a Preferred Partner and the sole holder of the such Global Certificates and shall have no obligation obligations to the Beneficial Preferred Partner Interest Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the The rights of the Beneficial Preferred Partner Interest Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Preferred Partner Interest Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository With respect to such Global Certificates, the initial Clearing Agency will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of distributions on such Global Certificates to such Depository Clearing Agency Participants. Transfers ; (d) Subject in all respects to Section 14.07, to the extent that the provisions of securities evidenced by this Section conflict with any other provisions of this Agreement as they relate to Global Certificates Certificates, the provisions of this Section shall control; and (e) Whenever this Agreement requires or permits actions to be taken based upon approvals, votes or consents of a percentage of the Preferred Partners who hold Global Certificates, the Clearing Agency shall be made through deemed to represent such percentage only to the facilities extent that it has received instructions to such effect from the Preferred Partner Interest Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth beneficial interests in such Global CertificateCertificates and has delivered such instructions to the General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Metropolitan Edison Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless (a) Unless and until definitive, and fully registered Certificates Definitive Preferred Securities have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.02: (i) the provisions of this Section 3.06 9.04 shall be in full force and effect; (ii) the Company Trust and the Trustees shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the 62 68 sole holder Holder of the Global Certificates Preferred Securities and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 9.04 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.04 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or and/or the Depository Participants, including receiving and transmitting payments of Distributions on the Global Certificates to such Participants. The Depository will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to the Participants. (b) Any Global Preferred Security may be endorsed with or have incorporated in the text thereof such Depository Participants. Transfers legends or recitals or changes not inconsistent with the provisions of securities evidenced this Agreement as may be required by Global Certificates shall be made through the facilities of the Depository, by any exchange or by the National Association of Securities Dealers, Inc. in order for the Preferred Securities to be tradeable on the PORTAL Market or as may be required for the Preferred Securities to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any cancellation ofsecurities exchange upon which the Preferred Securities may be listed or traded or to conform with any usage with respect thereto, or increase to indicate any special limitations or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant restrictions to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificatewhich any particular Preferred Securities are subject.

Appears in 1 contract

Samples: Trust Agreement (Hercules Inc)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Security Certificates, on original issuance [(including Preferred Securities, if any, issued on the Option Closing Date pursuant to the exercise of the overallotment option set forth in the Underwriting Agreement)], will be initially issued in the form of one or more more, fully registered registered, global Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.07: (i) the provisions of this Section 3.06 9.04 shall be in full force and effect; (ii) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and and, except as set forth herein in Section 9.07 or in Rule 3a-7 (if the Trust is excluded from the definition of an Investment Company solely by reason of Rule 3a-7) with respect to the Property Trustee, shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 9.04 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.04 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers , PROVIDED, THAT solely for the purposes of securities evidenced by Global Certificates shall be made through determining whether the facilities Holders of the Depositoryrequisite amount of Preferred Securities have voted on any matter provided for in this Declaration, and any cancellation of, or increase or decrease in the number of, such securities so long as definitive Preferred Security Certificates have not been issued (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 9.07 hereof), the Trustees may conclusively rely on, and Section 3.14 respectively) shall be accomplished protected in relying on, any written instrument (including a proxy) delivered to the Trustees by making appropriate annotations the Clearing Agency setting forth the Preferred Security Beneficial Owners' votes or assigning the right to vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Declaration of Trust (Pogo Trust Ii)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Security Certificates, on original issuance [(including Preferred Securities, if any, issued on the Option Closing Date pursuant to the exercise of the over-allotment option set forth in the Underwriting Agreement)], will be initially issued in the form of one or more more, fully registered registered, global Preferred Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.07: (ia) the provisions of this Section 3.06 9.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and and, except as set forth herein in Section 9.07 or in Rule 3a-7 (if the Trust is excluded from the definition of an Investment Company solely by reason of Rule 3a-7) with respect to the Property Trustee, shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.04 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers ; provided that solely for the purposes of securities evidenced by Global Certificates shall be made through determining whether the facilities Holders of the Depositoryrequisite amount of Preferred Securities have voted on any matter provided for in this Declaration, and any cancellation of, or increase or decrease in the number of, such securities so long as definitive Preferred Security Certificates have not been issued (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 9.07 hereof), the Trustees may conclusively rely on, and Section 3.14 respectively) shall be accomplished protected in relying on, any written instrument (including a proxy) delivered to the Trustees by making appropriate annotations the Clearing Agency setting forth the Preferred Security Beneficial Owners' votes or assigning the right to vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Acs Trust I)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-book entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Southern Union Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. The Company has entered into a letter of representations with DTC in the form provided by DTC and the Purchase Contract Agent in each of its capacities is hereby authorized to act in accordance with such letter and Applicable Procedures. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository as required by the Depository in connection herewith and if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Agents shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units evidenced by Global Certificates and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate. Neither the Purchase Contract Agent nor any other Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Dte Energy Co)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Trust Securities, the Preferred Trust Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered registered, global Preferred Trust Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Trust Security Beneficial Owner will receive a definitive Preferred Trust Security Certificate representing such Preferred Trust Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.0910.07. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Trust Security Certificates (the "Definitive Preferred Trust Security Certificates") have been issued to the Preferred Trust Security Beneficial Owners pursuant to Section 3.0910.07: (ia) the provisions of this Section 3.06 10.04 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder Holder of the Global Certificates and shall have no obligation to the Preferred Trust Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 10.04 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 10.04 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Trust Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Trust Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of distributions on the Global Certificates to such Clearing Agency Participants. The Depository Clearing Agency will make book-book entry transfers among Depository Participants the Clearing Agency Participants; provided, that solely for the purposes of determining whether the Holders of the requisite amount of Preferred Trust Securities have voted on any matter provided for in this Trust Agreement, so long as Definitive Preferred Trust Security Certificates have not been issued, the Trustees may conclusively rely on, and receive and transmit Contract Adjustment Payments to such Depository Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositoryfully protected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Preferred Trust Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Trust Agreement (Txu Europe Funding I L P)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global CertificatesPreferred Securities, to be delivered to the Depository or its custodian byif any, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Certificate Preferred Security certificate (a “Preferred Security Certificate”) representing such Preferred Security Beneficial Owner’s interest interests in such Global CertificatePreferred Securities, except as provided in Section 3.099.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Preferred Securities certificates have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.2: (ia) the provisions of this Section 3.06 9.5 shall be in full force and effect; (iib) the Company Trust and the Property Trustee and the Administrative Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.5 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.5 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through DTC will make book entry transfers among the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global CertificateClearing Agency Participants.

Appears in 1 contract

Samples: Trust Agreement (ServisFirst Bancshares, Inc.)

Book-Entry Interests. (a) The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the CompanyIssuers. The Company Issuers hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register books and records of the Issuers in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the CompanyIssuers. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.093.9: (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company Issuers shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository will make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository Participants. . (b) Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section Sections 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract Agreement (Aegon Nv)

Book-Entry Interests. The Certificates, on original issuance, will be issued in definitive certificated form and will bear the Restrictive Legend, if required by the Company. Upon the sale of the Units to the Underwriters pursuant to the Underwriting Agreement, the Restrictive Legend will be removed and Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc)

Book-Entry Interests. The Certificates (a) So long as Capital Securities are eligible for book-entry settlement with the Clearing Agency or unless otherwise required by law, all Capital Securities that are so eligible will be initially issued in the form of represented by one or more fully registered Capital Security Certificates (each a "Global Certificates, Certificate") in global form to be delivered to the Depository or its custodian Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryThe Depository Trust Company, and no Beneficial Owner will receive a definitive Capital Security Certificate representing such Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.095.11(e) below. The Purchase Contract Agent transfer and exchange of beneficial interests in any such Capital Security in global form shall enter into an agreement be effected through the Clearing Agency in accordance with this Trust Agreement and the Depository if so procedures of the Clearing Agency therefor. (b) Except as provided in subparagraph (e) of this Section 5.11, beneficial owners of a Capital Security in global form shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Capital Security in global form. (c) So long as the Capital Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Capital Security to a QIB in accordance with Rule 144A or to a Non- U.S. Person in accordance with Regulation S, unless otherwise requested by the Companytransferor, and upon receipt of the definitive Capital Security or Capital Securities being so transferred, together with a certification from the transferor that the transfer is being made in compliance with Rule 144A (or other evidence satisfactory to the Property Trustee on behalf of the Trust), the Property Trustee on behalf of the Trust shall make an endorsement on the Book- Entry Capital Securities Certificate to reflect an increase in the number of Capital Securities represented by such Book-Entry Capital Securities Certificate and the Property Trustee on behalf of the Trust shall cancel such definitive Capital Security or Capital Securities in accordance with the standing instructions and procedures of the Clearing Agency, the number of Capital Securities represented by such Capital Security in global form to be increased accordingly; provided that no definitive Capital Security, or portion thereof, in respect of which the Trust or an Affiliate of the Trust held any beneficial interest shall be included in such Capital Security in global form until such definitive Capital Security is freely tradeable in accordance with Rule 144(k); provided further that the Trust shall issue Capital Securities in definitive form upon any transfer of a beneficial interest in the Capital Security in global form to the Depositor or any Affiliate of the Depositor. (d) Any Global Certificate may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Trust Agreement as may be required by the Clearing Agency, by any national securities exchange or by the National Association of Securities Dealers, Inc. in order for the Capital Securities to be tradeable on the PORTAL Market or as may be required for the Capital Securities to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Capital Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Capital Securities are subject. (e) Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in this Section 5.11(e)), a Capital Security in global form may not be exchanged in whole or in part for Capital Securities registered, and no transfer of a Capital Security in global form may be registered, in the name of any person other than the Clearing Agency or a nominee thereof unless (i) such Clearing Agency (A) has notified the Property Trustee that it is unwilling or unable to continue as Clearing Agency for such global Capital Security or (B) has ceased to be a clearing agency registered as such under the Exchange Act, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Trust Agreement, with respect to such global Capital Security, or (iii) pursuant to the following sentence. Subject to any other applicable provisions hereof, all or any portion of a global Capital Security may be exchanged for a Capital Security that has a like aggregate liquidation amount and is not a global Capital Security, upon 20 days' prior request made by the Clearing Agency or its authorized representative to the Property Trustee. Following the issuance exchange of a global Capital Security, or a portion thereof, for a definitive Capital Security, no such definitive Capital Security, or portion thereof, shall be included in any Global Certificates and unless Certificate except pursuant to Section 5.11(c). Unless and until definitive, and fully registered Definitive Capital Securities Certificates have been issued to Beneficial Owners pursuant to Section 3.095.13: (i) the provisions of this Section 3.06 5.11 shall be in full force and effect; (ii) the Company Securities Registrar and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Capital Securities Certificates (including, without limitation, making Contract Adjustment Payments including the payment of the Liquidation Amount of and receiving approvals, votes Distributions on the Capital Securities evidenced by Book-Entry Capital Securities Certificates and the giving of instructions or consents hereunderdirections to Owners of Capital Securities evidenced by Book-Entry Capital Securities Certificates) as the sole Holder of the Units and the sole holder of the Global Capital Securities evidenced by Book-Entry Capital Securities Certificates and shall have no obligation obligations to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09Owners thereof; (iii) to the extent that the provisions of this Section 3.06 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 5.11 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners of the Book-Entry Capital Securities Certificates shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Pursuant to the Certificate Depository Agreement, unless and until Definitive Capital Securities Certificates are issued pursuant to this Section 5.11 or Section 5.13, the initial Clearing Agency will make book-entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments on the Capital Securities to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Trust Agreement (First Bank System Inc)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be initially issued in the form of one or more fully registered global Preferred Security Certificates (each, a "Global CertificatesCertificate"), to be delivered to DTC, the Depository initial Depositary, or its custodian custodian, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Preferred Security Beneficial Owner will receive a definitive Definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Depositary for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Depositary and/or the Depository Depositary Participants. The Depository DTC will make book-entry transfers among Depository the Depositary Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Declaration of Trust (NVP Capital Iii)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its a nominee or custodian thereof by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.093.9. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09:3.9: DB1/ 132079547.5 (i) the provisions of this Section 3.06 3.6 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making including the payment of Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates Certificate(s) and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 3.6 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository Clearing Agency will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Clearing Agency Participants. Transfers of securities Units evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities Units (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and or Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract Agreement (Florida Power & Light Co)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 3.14, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (PNM Resources Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (ia) the provisions of this Section 3.06 shall be in full force and effect; (iib) the Company and the Purchase Contract Agent shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository Depositary of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository Depositary Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 3.14, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Stanley Works)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Preferred Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificatePreferred Securities, except as provided in Section 3.097.9 and Section 9.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Preferred Securities certificates have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.097.9 or Section 9.2: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of Distributions on the Global Certificates to such Clearing Agency Participants. The Depository DTC will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Declaration of Trust (Sandy Spring Capital Trust I)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Capital Security shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Capital Security Beneficial Owner will receive physical delivery of a definitive Certificate Capital Security certificate (a "Capital Security Certificate") representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCapital Security, except as provided in Section 3.099.2 and Section 7.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Capital Securities have been issued to the Capital Security Beneficial Owners pursuant to Section 3.099.2 or Section 7.9: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Capital Security and receiving approvals, votes or consents hereunder) as the sole Holder of the Units and the sole holder of the Global Certificates Capital Security and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository Clearing Agency and/or the Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Capital Security to such Clearing Agency Participants; provided, however, that solely for the purposes of determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Trust Agreement, the Trustees, with respect to the Global Capital Security, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Capital Security Beneficial Owners' votes or assigning the Depository Participants. The Depository right to vote on any matter to any other Persons either in whole or in part; and the Clearing Agency will also make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Trust Agreement (CNBF Capital Trust I)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global CertificatesPreferred Securities, to be delivered to the Depository or its custodian byif any, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Certificate Preferred Security certificate (a "Preferred Security Certificate") representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificatePreferred Securities, except as provided in Section 3.099.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Preferred Securities certificates have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.2: (ia) the provisions of this Section 3.06 9.5 shall be in full force and effect; (iib) the Company Trust and the Property Trustee and the Administrative Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.5 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.5 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through DTC will make book entry transfers among the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global CertificateClearing Agency Participants.

Appears in 1 contract

Samples: Trust Agreement (ServisFirst Bancshares, Inc.)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Preferred Securities set forth in Annex I, the Preferred Securities Certificates, on original issuance, will be initially executed and issued by the Trust and authenticated by the Institutional Trustee in the form of one or more fully registered Global Certificatesmore, fully-registered, global Preferred Security Certificates (each a "GLOBAL CERTIFICATE"), to be delivered to DTC, the initial Depository or its custodian Institution, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC or its nominee, and no Preferred Security Beneficial Owner will receive a definitive Definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Preferred Security Certificates (the "DEFINITIVE PREFERRED SECURITY CERTIFICATES") have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Institution, with respect to such Preferred Security Beneficial Owners, for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units such Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the such Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the such Preferred Security Beneficial Owners shall be exercised only through the Depository Institution and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Institution and/or the Depository Institution Participants. The Depository Institution will make book-entry transfers among the Depository Institution Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Institution Participants. Transfers Depository Institution Participants shall have no rights under this Declaration with respect to any Global Certificate held on their behalf by the Depository Institution or by the Institutional Trustee as the custodian of securities evidenced the Depository Institution or under such Global Certificate, and the Depository Institution may be treated by the Trust, the Institutional Trustee and any agent of the Trust or the Institutional Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trust, the Institutional Trustee or any agent of the Trust or the Institutional Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Institution or impair, as between the Depository Institution and its Depository Institution Participants, the operation of customary practices of such Depository Institution governing the exercise of the rights of a holder of a beneficial interest in any Global Certificate. At such time as all beneficial interests in a Global Certificate have either been exchanged for Definitive Preferred Security Certificates to the extent permitted by this Declaration or redeemed, repurchased or canceled in accordance with the terms of this Declaration, such Global Certificate shall be returned to the Depository Institution for cancellation or retained and canceled by the Institutional Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Certificate is exchanged for Definitive Preferred Security Certificates, or if Definitive Preferred Security Certificates are exchanged for a beneficial interest in a Global Certificate, Preferred Securities represented by such Global Certificate shall be reduced or increased and an adjustment shall be made through on the facilities books and records of the Depository, and any cancellation of, or increase or decrease in Institutional Trustee (if it is then the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in custodian for such Global Certificate) with respect to such Global Certificate, by the Regular Trustees or the Institutional Trustee as securities custodian, to reflect such reduction or increase.

Appears in 1 contract

Samples: Trust Agreement (Municipal Mortgage & Equity LLC)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Preferred Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Preferred Security Beneficial Owner will receive a definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner’s interest 's interests in such Global CertificatePreferred Securities, except as provided in Section 3.099.2. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Preferred Securities have been issued to the Preferred Security Beneficial Owners pursuant to Section 3.099.2: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Preferred Securities and the sole holder of the Global Certificates and shall have no obligation to the Preferred Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Preferred Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants, including receiving and transmitting payments of Distributions on the Global Certificates to such Participants. The Depository DTC will make book-book entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Participants. Transfers Any Global Preferred Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Agreement as may be required by the Clearing Agency, by any exchange or by the National 44 51 Association of Securities Dealers, Inc. in order for the Preferred Securities to be tradeable on the PORTAL Market or as may be required for the Preferred Securities to be tradeable on any other market developed for trading of securities evidenced by Global Certificates shall pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Preferred Securities may be made through the facilities of the Depository, and listed or traded or to conform with any cancellation ofusage with respect thereto, or increase to indicate any special limitations or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant restrictions to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificatewhich any particular Preferred Securities are subject.

Appears in 1 contract

Samples: Trust Agreement (Hercules Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Capital Securities shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryClearing Agency, and no Capital Security Beneficial Owner will receive a definitive Capital Security Certificate representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCapital Securities, except as provided in Section 3.097.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Capital Securities certificates have been issued to the Capital Security Beneficial Owners pursuant to Section 3.097.9: (ia) the provisions of this Section 3.06 9.3 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Capital Securities and receiving approvals, votes or consents hereunder) as the Holder of the Units Capital Securities and the sole holder of the Global Certificates and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.3 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.3 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Participants. The Depository will make book-entry transfers among Depository Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers ; provided, that solely for the purposes of securities evidenced by determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Declaration, so long as any Global Certificates Capital Securities remain outstanding, the Trustees may conclusively rely on, and shall be made through the facilities of the Depositoryprotected in relying on, and any cancellation of, or increase or decrease in the number of, such securities written instrument (including a proxy) delivered to the creation of Treasury Units and Trustees by the recreation of Corporate Units pursuant Clearing Agency setting forth the Capital Security Beneficial Owners' votes or assigning the right to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations vote on the Schedule of Increases and Decreases set forth any matter to any other Persons either in such Global Certificatewhole or in part.

Appears in 1 contract

Samples: Declaration of Trust (Wachovia Capital Trust Viii)

Book-Entry Interests. The Certificates Certificates, on original issuance, will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryDepositary. Such Global Certificates shall initially be registered on the Security Register books and records of the Company in the name of Cede & Co., the nominee of the DepositoryDepositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s 's interest in such Global Certificate, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depository Depositary if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09: (i) the provisions of this Section 3.06 shall be in full force and effect; (ii) the Company shall be entitled to deal with the Depository Depositary for all purposes of this Agreement (including, without limitation, making Contract Adjustment Payments Payments, if any, and receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iii) to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and (iv) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository Depositary or the Depository Depositary Participants. The Depository Depositary will make book-book entry transfers among Depository Depositary Participants and receive and transmit payments of Contract Adjustment Payments to such Depository ParticipantsDepositary Payments. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the DepositoryDepositary, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section Sections 3.13 and Section 3.14 3.14, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in for such Global Certificate.

Appears in 1 contract

Samples: Purchase Contract Agreement (PNM Resources Inc)

Book-Entry Interests. The Certificates will be initially issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depository. Such Global Certificates Capital Security shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the Depository, Clearing Agency and no Capital Security Beneficial Owner will receive physical delivery of a definitive Certificate Capital Security certificate (a "Capital Security Certificate") representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCapital Security, except as provided in Section 3.099.2 and Section 7.9. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Certificates Definitive Capital Securities have been issued to the Capital Security Beneficial Owners pursuant to Section 3.099.2 or Section 7.9: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Trust Agreement (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Capital Security and receiving approvals, votes or consents hereunder) as the sole Holder of the Units and the sole holder of the Global Certificates Capital Security and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this Trust Agreement, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository Clearing Agency and/or the Clearing Agency Participants, and the Clearing Agency shall receive and transmit payments of Distributions on the Global Capital Security to such Clearing Agency Participants; provided, however, -------- ------- that solely for the purposes of determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Trust Agreement, the Trustees, with respect to the Global Capital Security, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the Capital Security Beneficial Owners' votes or assigning the Depository Participants. The Depository right to vote on any matter to any other Persons either in whole or in part; and the Clearing Agency will also make book-entry transfers among Depository Participants and receive and transmit Contract Adjustment Payments to such Depository the Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Trust Agreement (Greater Bay Bancorp)

Book-Entry Interests. The Certificates Unless otherwise specified in the terms of the Capital Securities, the Capital Securities Certificates, on original issuance, will be initially issued in the form of one or more more, fully registered registered, global Capital Security Certificates (each a "Global CertificatesCertificate"), to be delivered to DTC, the Depository or its custodian initial Clearing Agency, by, or on behalf of, the Company. The Company hereby designates DTC as the initial DepositoryTrust. Such Global Certificates shall initially be registered on the Security Register books and records of the Trust in the name of Cede & Co., the nominee of the DepositoryDTC, and no Capital Security Beneficial Owner will receive a definitive Capital Security Certificate representing such Capital Security Beneficial Owner’s interest 's interests in such Global CertificateCertificates, except as provided in Section 3.099.7. The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company. Following the issuance of such Global Certificates and unless Unless and until definitive, and fully registered Capital Security Certificates (the "Definitive Capital Security Certificates") have been issued to the Capital Security Beneficial Owners pursuant to Section 3.099.7: (ia) the provisions of this Section 3.06 9.4 shall be in full force and effect; (iib) the Company Trust and the Trustees shall be entitled to deal with the Depository Clearing Agency for all purposes of this Agreement Declaration (including, without limitation, making Contract Adjustment Payments including the payment of Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Units Capital Securities and the sole holder of the Global Certificates and shall have no obligation to the Capital Security Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09; (iiic) to the extent that the provisions of this Section 3.06 9.4 conflict with any other provisions of this AgreementDeclaration, the provisions of this Section 3.06 9.4 shall control; and (ivd) except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Capital Security Beneficial Owners shall be exercised only through the Depository Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Depository or Clearing Agency and/or the Depository Clearing Agency Participants. The Depository Clearing Agency will make book-book entry transfers among Depository the Clearing Agency Participants and receive and transmit Contract Adjustment Payments payments of Distributions on the Global Certificates to such Depository Clearing Agency Participants. Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Appears in 1 contract

Samples: Declaration of Trust (MDC Holdings Inc)

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