Common use of Book-Entry Interests Clause in Contracts

Book-Entry Interests. The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the 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 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, 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 Depositary for all purposes of this Agreement (including receiving approvals, votes or consents hereunder) as the Holder of the Securities and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; (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) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Hfi Trust I), Purchase Contract Agreement (Valero Energy Corp/Tx), Purchase Contract Agreement (CMS Energy Corp)

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Book-Entry Interests. The CertificatesUnits, on original issuance, will be issued in the form of one or more fully registered Global CertificatesUnits, to be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global Certificates Units shall initially be registered on the books and records of the Company in the name of Cede & Co., the nominee of the DepositaryDTC, and no Beneficial Owner will receive a definitive Certificate Definitive Unit representing such Beneficial Owner's ’s interest in such Global CertificateUnit, except as provided in Section 3.09. The Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the CompanyCompany in writing. Unless and until definitive, fully registered Certificates Securities 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 Depositary for all purposes of this Agreement (including receiving approvals, votes or consents hereunder) as the Holder of the Securities Global Units and the sole holder of the Global Certificates Purchase Contracts and shall have no obligation to the Beneficial OwnersOwners as such; (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) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants.

Appears in 1 contract

Samples: Purchase Contract Agreement (Beazer Homes Usa Inc)

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