Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security. (b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities. (c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount. (e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations. (f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series. (g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Western Digital Technologies Inc), Indenture (Graftech International LTD)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, Depositary and (ii) be delivered to the Trustee as custodian for such Depositary and the Depositary.
(iiib) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Outstanding Securities shall have become an interest in such other Global Security and, accordingly, will thereafter due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interestissued.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (b) of this Section 3.08, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (b) of this SectionSection 3.08, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member or, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary with respect to its members, participants and any beneficial owners.
Appears in 2 contracts
Samples: Indenture (Oscient Pharmaceuticals Corp), Indenture (Oscient Pharmaceuticals Corp)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Exhibit A. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers . Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security shall in whole or in part may be limited to transfers registered, in the name of such Global Security in whole, but not in part, to any Person other than the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if nominee thereof unless (i) the such Depositary (A) notifies has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, Security or (B) ceases has ceased to be qualified a clearing agency registered as such under the Exchange Act, and in either case the Company fails to serve as Depositary and appoint a successor depositary is not appointed by the Company Depositary within 90 days of such noticedays, (ii) the Company Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) 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 with respect to such Global Security. If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so transferablesurrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, registrable or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 3.06(c) and exchangeableas otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such transfers names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be registrableentitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. Every Security authenticated and delivered upon registration of transfer of, or (iii) an Event in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of Default a Person other than the Depositary for such Global Security or a nominee thereof. The Depositary or its nominee, as registered owner of which a Global Security, shall be the Trustee has actual notice has occurred and is continuing Holder of such Global Security for all purposes under this Indenture and the Registrar has received Securities, and owners of beneficial interests in a request from a beneficial owner Global Security shall hold such interests pursuant to issue the Applicable Procedures. Accordingly, any such Physical Securities.
(c) Any owner’s beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to will be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferredshown only on, and the Company transfer of such interest shall executebe effected only through, and records maintained by the Depositary or its nominee or its Agent Members. The Trustee shall authenticate have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and make available for delivery, one communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or more Physical Securities made only to or upon the order of like tenor and amount.
the registered Holders (e) In connection with which shall be the transfer Depositary or its nominee in the case of an entire a Global Security to Security). The rights of beneficial owners pursuant to paragraph (b) of this Section, such in any Global Security shall be deemed to be surrendered exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee for cancellation, may rely and the Company shall execute, and be fully protected in relying upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified information furnished by the Depositary in exchange for with respect to its members, participants and any beneficial interest in such Global Securityowners. The Trustee shall have no obligation or duty to monitor, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize determine or inquire as to compliance with any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among the Securities Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such series.
(g) certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent of its agents shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Consent Agreement (Blyth Inc), Supplemental Indenture (Blyth Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.2. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 5.2 and any Holder requests that Physical Securities be issued or (C) the Company has received determined in its sole discretion that the Securities shall no longer be represented by Global Securities; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security. Any such transfer or exchange of interests of beneficial owners in a request from a beneficial owner to issue such Global Security, in whole or in part, for Physical SecuritiesSecurities shall be in accordance with the rules and procedures of the Depositary.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities Securities. None of such series.
(g) Neither the Trustee nor any Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any actions taken acts or not taken by omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security.
Appears in 2 contracts
Samples: Indenture (Minefinders Corp Ltd.), Indenture (Minefinders Corp Ltd.)
Book-Entry Provisions for Global Securities. The Initial Securities initially shall be represented by one or more Securities in registered, global form without interest coupons (a) Each collectively, the “Global Securities”). All Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such Depositarythe Depository, in each case for credit to an account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06the Depository. Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Security, and the Depositary shall Securities. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(ba) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities only in accordance with the applicable rules and procedures of the DepositaryDepository and the provisions of Section 2.13. In addition, a Global Security shall be exchangeable for Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, only if (i) the Depositary Depository (Ax) notifies the Company that it is unwilling or unable to continue as Depositary depository for such Global SecuritySecurity or (y) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by of the Company within 90 days Company’s becoming aware of such noticecessation, (ii) the Company executes Company, at its option and delivers subject to the procedures of the Depository, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it is electing to issue Physical Securities or (iii) there shall have occurred and be continuing an Event of Default with respect to such Global Security. In all cases, Physical Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of which the Depository in accordance with its customary procedures. Neither the Company nor the Trustee has actual notice has occurred and is continuing shall be liable for any delay by the Depository in providing such registration information and the Registrar Company and the Trustee may conclusively rely on instructions from the Depository as to such registration information. In the event that a Physical Security is to be authenticated pursuant to this clause (a), the Company will promptly make available to the Trustee, a reasonable supply of Physical Securities in definitive, fully registered form, without interest coupons, unless such a supply has received a request from a beneficial owner previously been made available to issue such Physical Securitiesthe Trustee.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security as an entirety to beneficial owners pursuant to paragraph subsection (ba) of this SectionSection 2.12, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fc) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities Securities. None of such series.
(g) Neither the Trustee nor Company, the Trustee, any Paying Agent shall or the Registrar will have any responsibility or liability for any actions taken aspect of the records relating to or not taken by the Depositarypayments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 2 contracts
Samples: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp)
Book-Entry Provisions for Global Securities. Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities shall be deposited with a Depositary for such Notes or its custodian (ainitially, the Trustee) Each Global Security initially (and shall (i) be registered in the name of the such Depositary or its nominee). The Depositary for such Global Securities or the nominee Notes shall be DTC unless the Company appoints a successor Depositary by delivery of such Depositary, (ii) be delivered a Company Order to the Trustee specifying such successor Depositary. All payments on a Global Security will be made to DTC or its nominee, as custodian for the case may be, as the registered owner and Holder of such Global Security. The Company will be fully discharged by payment to or to the order of such Depositary and (iii) bear legends as set forth from any responsibility or liability in Section 3.06respect of each amount so paid. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with Upon receipt of any such payment in respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the of a Global Security, and DTC will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner principal amount of such Global Security as shown on the records of DTC. Unless and until it is exchanged in whole or in part for all purposes whatsoever. Notwithstanding Physical Notes, in accordance with this Section 2.15, a Global Security may not be transferred except as a whole by the foregoing, nothing herein shall prevent the Company, the Trustee relevant Depositary or any agent nominee thereof to another nominee of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairto a successor of Depositary or a nominee of such successor. Owners of beneficial interests in Global Securities shall be entitled or required, as between the Depositary and its Agent Memberscase may be, but only under the operation circumstances described in this Section 2.15, to receive physical delivery of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of Physical Notes. Interests in a Global Security shall be limited to transfers of such Global Security in wholeexchangeable or transferable, but not in partas the case may be, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Notes if (i) the Depositary (A) DTC notifies the Company and the Trustee that it is unwilling or unable to continue as Depositary for such Global Security, or DTC ceases to be a “Clearing Agency” registered under the United States Securities Exchange Act of 1934, and a successor depositary is not appointed by the Company within 90 days of such noticeCompany, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect thereto and the Registrar has received a request from a beneficial owner to issue Depositary requests such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery exchange or transfer. Upon the occurrence of any of the events described in the form of an interest in another Global Security representing securities of preceding sentence, the same series will, upon transfer, cease Company shall cause the appropriate Physical Notes to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject delivered to all transfer restrictions, if any, and other procedures applicable to the owners of beneficial interests in the Global Securities or the Participants in DTC through which such other Global Security owners hold their beneficial interest. Physical Notes shall be exchangeable or transferable for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more other Physical Securities of like tenor and amountNotes as described herein.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Huntsman CORP), Indenture (Huntsman CORP)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.01. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 12.02 and the Trustee has actual notice has occurred and is continuing and requests that Physical Securities be issued or (C) the Registrar has received a request from a beneficial owner Company, at its option, notifies the Trustee that it elects to issue such cause the issuance of Physical Securities, subject to applicable procedures of the Depositary.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (AMS Sales CORP), Indenture (American Medical Systems Holdings Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred requests that Physical Securities be issued; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from a beneficial owner to issue that such Physical SecuritiesSecurities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in accordance with Section 3.06. 3.01.
(b) Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.11. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Outstanding Securities shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interestSecurity.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (bc) of this Section 3.083.10, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (bc) of this SectionSection 3.10, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to clause (c) or (d) of this Section 3.10 shall, except as otherwise provided by clause (c) of Section 3.11, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in accordance with Section 3.01.
(g) The registered holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary with respect to its members, participants and any beneficial owners.
Appears in 2 contracts
Samples: Indenture (Vector Group LTD), Indenture (Vector Group LTD)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06Exhibit C hereto. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the such Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder beneficial owner of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 2.16. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and delivermake available for delivery, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Hermes Europe Railtel B V), Indenture (Hermes Europe Railtel B V)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, U.S. Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global SecuritySecurities, in accordance with the rules and procedures of the Depository, only if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such U.S. Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered surren- dered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of U.S. Physical Securities of authorized denominations.
(fd) Any U.S. Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions applicable to the U.S. Physical Securities set forth in Exhibit A-1.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Big Flower Holdings Inc/), Indenture (Big Flower Press Holdings Inc /Pred/)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(B) shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(E) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Savient Pharmaceuticals Inc), Indenture (Kv Pharmaceutical Co /De/)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B.
(b) Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bc) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepository and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, and a successor depositary is not appointed by Security or if at any time the Company within 90 days of such notice, or (B) Depository ceases to be qualified to serve as Depositary and a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
Securities or (ciii) Any beneficial interest the Company, in a Global Security its sole discretion, notifies the Trustee that is transferred it elects to a person who takes delivery in cause the form issuance of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interestPhysical Securities under this Indenture.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (bc) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the DepositaryDepository.
Appears in 2 contracts
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 10.02 and the Trustee has actual notice has occurred and is continuing and requests that Physical Securities be issued or (C) the Registrar has received a request from a beneficial owner Company, at its option, notifies the Trustee that it elects to issue such cause the issuance of Physical Securities, subject to applicable procedures of the Depositary; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by paragraph (c) of Section 3.09, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Intel Corp), Indenture (Intel Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.06. 2.02.
(b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Outstanding Securities shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interestSecurity.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (b) of this Section 3.08, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (b) of this SectionSection 3.08, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) The registered holder of Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to clause (c) or (d) of this Section 3.08 shall, except as otherwise provided by clause (c) of Section 3.09, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(g) The Holder of the Global Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member or, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary with respect to its members, participants and any beneficial owners.
Appears in 2 contracts
Samples: Indenture (Oscient Pharmaceuticals Corp), Indenture (Oscient Pharmaceuticals Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, U.S. Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global SecuritySecurities, in accordance with the rules and procedures of the Depository, only if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such U.S. Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, deliver to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of U.S. Physical Securities (together with related Guarantees executed by the Guarantors) of authorized denominations.
(fd) Any U.S. Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions applicable to the U.S. Physical Securities set forth in Exhibit A-1.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesNotes.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (USA Direct, LLC), Indenture (Webcraft LLC)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear the legends as set forth in Section 3.06on the face of the Form of Security. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 2.09. In addition, Physical Securities shall be transferred to all each beneficial owners owner in accordance with procedures of the Depositary in exchange for their its beneficial interests interest in a the Global Security, if Securities only if: (i) the such Depositary (A) notifies has notified the Company that it the Depositary is unwilling or unable to continue as Depositary for such Global Security, Security and a successor depositary is shall not have been appointed by the Company within 90 days of such noticenotification, or (Bii) such Depositary ceases to be qualified to serve registered as Depositary a clearing agency under the Exchange Act and a successor depositary is Depositary shall not have been appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which with respect to the Trustee has actual notice Securities has occurred and is continuing and the Registrar has received a request from a such beneficial owner to issue such requests that its Securities be issued as Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph subsection (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph subsection (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Convergys Corp), Indenture (Convergys Corp)
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever; provided, however, that each Sponsor Global Security shall be subject to the rights under Section 9.02 and Section 10.02(c) of the beneficial owners of such Sponsor Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, any Securities Agent or any agent of the Company or the Trustee, their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) Depository notifies the Company that it the Depository is unwilling or unable to continue as Depositary depository for such any Global Security, and or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner (via the Depository) of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar (via the Depository) will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow:
(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer of an entire restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to Persons who take delivery thereof in the Trustee for cancellation, and the Company shall execute, and upon receipt form of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such an Unrestricted Global Security, an equal principal amount of Physical Securities of authorized denominations. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Investment Agreement (NortonLifeLock Inc.), Indenture (Symantec Corp)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, each Guarantor, if any, the Trustee and any agent of the Company or the Trustee their respective agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, each such Guarantor, the Trustee or any agent of the Company or the Trustee, such agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver execute Securities of such series of like tenor and terms in definitive form in an aggregate principal amount Principal Amount equal to the principal amount Principal Amount of the Global Security or Securities of such series series, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and the Trustee, upon receipt of a Company Order, will authenticate and deliver such definitive Securities in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners identified by the Depositary in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities, and if the Trustee is the Registrar, a Company Order or written confirmation from the Depositary identifying the beneficial owner.
(c) Any beneficial interest in a one of the Global Security Securities that is transferred to a person who takes delivery in the form of an interest in another the other Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount Principal Amount of such Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount Principal Amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Nicewonder Contracting, Inc.), Subordinated Indenture (Nicewonder Contracting, Inc.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i1) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii2) be delivered to the Trustee as custodian for such the Depositary and (iii3) bear legends as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i4) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for such any Global Security, and or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii5) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner of the relevant Securities to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellationcancelation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security delivered in exchange for an interest in a Global Security that bears the Security Private Placement Legend pursuant to Section 2.15(b) shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such seriescertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(g) Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Exchange Agreement (James River Coal CO), Indenture (James River Coal CO)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.05. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may If at any time and in its sole discretion determine the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Securities of a series issued in the form of one or more Global Securities Depositary shall no longer be represented by such Global Securities. In such eventqualified to serve as the Depositary, the Company will executeshall appoint a successor depositary with respect to the Securities. If a successor depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenorSecurities, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount Principal Amount equal to the principal amount Principal Amount of the Global Security Securities or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Home Depot Inc), Indenture (Home Depot Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.2. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 5.2 and any Holder requests that Physical Securities be issued or (C) the Company has received determined in its sole discretion that the Securities shall no longer be represented by Global Securities; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security. Any such transfer or exchange of interests of beneficial owners in a request from a beneficial owner to issue such Global Security, in whole or in part, for Physical SecuritiesSecurities shall be in accordance with the rules and procedures of the Depositary and the provisions of Section 3.11.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this SectionSection 3.9(b), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to Section 3.9(c) or Section 3.9(d) shall, except as otherwise provided by Section 3.11(a)(i)(x) and Section 3.11(c), bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.2.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Endeavour Silver Corp), Indenture (Endeavour Silver Corp)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends the legend as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securitiescontinuing.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gE) Neither the Trustee nor any Securities Agent shall have any responsibility for for, or any liability with respect to or arising from, any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: First Supplemental Indenture (Arris Group Inc), Indenture (Arris Group Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of Global Securities may be transferred as a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests interests of beneficial owners in a Global Security Securities may be transferred or exchanged for Physical Securities, only in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 2.15. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section shall, except as otherwise provided by Section 2.15, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A-l.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Biltmore South Corp), Indenture (Packaged Ice Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit A. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Depository and if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such Global Security, and a successor depositary is not appointed by the Company within 90 days of Security or if at any time such notice, or (B) Depository ceases to be qualified to serve as Depositary and a "clearing agency" registered under the Exchange Act and, in either case, a successor depositary Depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to Company, in its discretion, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of Physical Securities under this Indenture or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securitiescontinuing.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.06, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Especialty Brands LLC)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) ), so long as The Depository Trust Company is serving as the Depositary thereof, bear legends as set forth in Section 3.062.04(c). Each Global Note will be delivered to the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.06. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, if and only if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by clearing agency registered under the Company within 90 days of such noticeExchange Act, (ii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Security Registrar has received a request from the Depositary to issue such Physical Securities, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iiiiv) an Event of Default of there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.04. Notwithstanding any other provision in this Indenture, a Global Security to which the Trustee has actual notice has occurred restrictions set forth in this section shall have ceased to apply may be transferred only to, and is continuing may be registered and exchanged for Securities registered only in the Registrar has received name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a request from a beneficial owner to issue such Physical Securitiestransfer may registered.
(c) Subject to the other requirements for transfer and exchange of the Securities, a beneficial interest in any Global Security may be transferred to a Person who takes delivery in the form of a beneficial interest in another Global Security. In connection with any such transfer or exchange, the Security Registrar shall record the corresponding decrease or increase in the aggregate principal amount of each Global Security involved in any such transfer or exchange, and the date of such transfer or exchange, on the schedule attached to such Global Security. Any beneficial interest in a one Global Security that is transferred to a person Person who takes delivery in the form of an interest in another Global Security representing securities of the same series Security, or exchanged for an interest in another Global Security, will, upon transfertransfer or exchange, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) . In connection with any the event that a Physical Security is to be issued upon transfer of or in exchange for a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08Security, the Registrar Company shall reflect on its books execute, the Guarantor shall guarantee and records the date Trustee shall authenticate and make available for delivery a decrease in the principal amount of such Global new Physical Security in an principal amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one being transferred or more Physical Securities of like tenor and amountexchanged.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, the Guarantor shall guarantee and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, Security an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security delivered in exchange for an interest in the Global Security pursuant to this Section shall bear the legend regarding transfer restrictions applicable to the Physical Security set forth in Section 2.04.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Aetna Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall be (i) be registered in the name of the Depositary for such Global Securities DTC or the nominee of such Depositaryits nominee, (ii) be delivered to the Trustee as custodian for such Depositary DTC and (iii) bear legends as the legend set forth in Section 3.06Exhibit A-2. Members of, or participants in, the Depositary DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the such Global Security, and the Depositary shall DTC may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Trustee, Trustee from giving effect to any written certification, proxy 32 or other authorization furnished by the Depositary DTC or shall impair, as between the Depositary DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) . Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDTC, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of DTC and the Depositaryprovisions of Section 2.06. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global SecuritySecurity if, if and only if, either (i1) the Depositary (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary depositary for such the Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary Security and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii2) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner DTC to issue such Physical Securities.
(c) Any beneficial interest Securities in a Global Security that is transferred to a person who takes delivery in the form lieu of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of or a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and which case the Company shall execute, deliver Physical Securities within 30 days of such request) or (3) the Company determines not to have the Securities represented by the Global Security and notifies DTC and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) Registrar thereof. In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon request of the Company authenticate and deliver, to each beneficial owner identified by the Depositary DTC, in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(f) . The registered holder Holders of a Global Security may grant proxies and or otherwise authorize any personPersons, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (i) such Depositary has notified the Company that the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (B) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such noticenotification, (ii) the Company executes there shall have occurred and delivers be continuing an Event of Default with respect to the Trustee a Company Order that such Global Security and the outstanding Securities shall have become due and payable pursuant to Section 9.02 and the Trustee requests that Physical Securities be so transferable, registrable and exchangeable, and such transfers shall be registrable, issued or (iii) an Event of Default of which the Company, at its option, notifies the Trustee has actual notice has occurred and is continuing and that it elects to cause the Registrar has received a request from a beneficial owner to issue such issuance of Physical Securities, subject to applicable procedures of the Depositary; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by paragraph (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Verigy Ltd.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global SecuritySecurities, in accordance with the rules and procedures of the Depository, only if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, deliver to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities (together with related Guarantee executed by the Guarantor) of authorized denominations.
(fd) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesNotes.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (World Color Press Inc.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06Exhibit C. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 2.17. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary Depository is not appointed by the Company within 90 days of such notice, (ii) the Company executes Company, at its option and delivers subject to the procedures of the Depository, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of Physical Securities under this Indenture or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository or the Trustee to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any registration of transfer or exchange of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Security so transferred.
(ed) In connection with the transfer of an entire a Global Security as an entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.16, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, execute and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 2.16 shall, except as otherwise provided by Section 2.17(d), bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities. The Company or any other obligor upon the Securities or the Trustee, in the discretion of such series.
(g) Neither any of them, may treat as the Trustee nor instrument or writing of a Holder any Agent shall have instrument or writing of any responsibility for any actions taken or not taken Person that is identified by the DepositaryDepository as the owner of a beneficial interest in the Global Security.
Appears in 1 contract
Samples: Indenture (BWAY Holding CO)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Common Depository or the nominee of such Depositaryits nominee, (ii) be delivered to the Trustee as custodian for such Depositary Common Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryCommon Depository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Common Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Common Depository or impair, as between the Common Depository, the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the Depositary for such seriesCommon Depository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryCommon Depository and the Depositary and the provisions of Section 2.15. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither With respect to any Global Security deposited with the Trustee nor any Agent as custodian for the Common Depository, the provisions of the operating procedures of Euroclear and Clearstream shall have any responsibility for any actions taken or not taken by be applicable to the DepositaryGlobal Securities.
Appears in 1 contract
Samples: Indenture (Samsonite Corp/Fl)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.05. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Certificated Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Security, Security or the Depository ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Certificated Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, Security an equal aggregate principal amount of Physical Certificated Securities of authorized denominations.
(fd) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Zd Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred requests that Physical Securities be issued; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from a beneficial owner to issue that such Physical SecuritiesSecurities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepositary and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Security, Security and a successor depositary Depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount, or aggregate principal amount at maturity, as the case may be, of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06SECTION 2.17. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a "clearing agency" registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSECTION 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) The registered holder of Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security may grant proxies and pursuant to SECTION 2.15(B) shall, except as otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken provided by the Depositary.SECTION 2.16,
Appears in 1 contract
Samples: Indenture (SFBC International Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 5.02 and any Holder requests that Physical Securities be issued or (C) the Company has received determined in its sole discretion that the Securities shall no longer be represented by Global Securities; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security. Any such transfer or exchange of interests of beneficial owners in a request from a beneficial owner to issue such Global Security, in whole or in part, for Physical SecuritiesSecurities shall be in accordance with the rules and procedures of the Depositary and the provisions of Section 3.10.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (JDS Uniphase Corp /Ca/)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06SECTION 2.17. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a "clearing agency" registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSECTION 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to SECTION 2.15(b) shall, except as otherwise provided by SECTION 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Terremark Worldwide Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred requests that Physical Securities be issued; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from a beneficial owner to issue that such Physical SecuritiesSecurities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by paragraph (c) of Section 3.09, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.2. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 5.2 and any Holder requests that Physical Securities be issued or (C) the Company has received determined in its sole discretion that the Securities shall no longer be represented by Global Securities; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security. Any such transfer or exchange of interests of beneficial owners in a request from a beneficial owner to issue such Global Security, in whole or in part, for Physical SecuritiesSecurities shall be in accordance with the rules and procedures of the Depositary and the provisions of Section 3.11.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.11, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.2.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Minefinders Corp Ltd.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. EXHIBIT C. Members of, or participants in, the Depositary Depository (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepository and the provisions of Section 2.16; PROVIDED, HOWEVER, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security or the Depository ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary Depository is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to Company, at its option, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrableit elects to cause the issuance of the securities as Physical Securities, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities; PROVIDED that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Physical Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (MTS Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, Depositary and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.5(a). Except as described in this Article II, owners of interests in the Global Securities shall not have Securities registered in their names, will not receive physical delivery of Securities in definitive form and will not be considered the registered owners or holders thereof under this Indenture for any purpose. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Security, Security and the Depositary shall and/or its nominee may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued Beneficial interests in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the Depositary. In addition, Physical definitive Securities in physical form shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Security if (i) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such the Global Security, Security and a successor depositary is not appointed by the Company Issuer within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes there shall have occurred and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default or any event which after notice or lapse of which time or both would be an Event of Default with respect to the Securities. Securities issued in definitive form will be in fully registered form, without coupons, in minimum denominations of $50 and integral multiples of $50 above that amount. Upon issuance of Securities in definitive form, the Trustee has actual notice has occurred is required to register Securities in the name of, and is continuing and cause the Registrar has received a request from a Securities to be delivered to, the person or persons (or nominee thereof) identified as the beneficial owner to issue such Physical Securitiesowners as the Depositary shall direct.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests interest in a Global Security to beneficial owners a transferee receiving definitive Securities in physical form pursuant to paragraph (b) of this Section 3.08Section, the Registrar shall reflect on its books and records the date and a the decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical definitive Securities in physical form of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical definitive Securities in physical form or of authorized denominations.
(fe) The registered holder of a the Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Weirton Steel Corp)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary or such nominee and (iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. If at any time the Depositary for the Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be qualified to serve as the Depositary, the Company shall appoint a successor depositary with respect to the Securities of such series. If a successor depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Certificated Securities of such series of like tenor and terms in an aggregate Principal Amount equal to the Principal Amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Certificated Securities of such series of like tenortenor and terms, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount Principal Amount equal to the principal amount Principal Amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Certificated Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Certificated Securities.
(c) Any beneficial interest in a one of the Global Security Securities that is transferred to a person who takes delivery in the form of an interest in the another Global Security representing securities of the same series will, upon such transfer, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.083.08(b), the Registrar shall reflect on its books and records the date and a decrease in the principal amount Principal Amount of such Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Certificated Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this SectionSection 3.08(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount Principal Amount of Physical Certificated Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Best Buy Co Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. EXHIBIT C. Members of, or participants in, the Depositary Depository (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 2.16. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary Depository is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to Company, at its option, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of Securities in definitive form or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit C. --------- Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall ------------ have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder of any beneficial owner in a Global Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepository and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary Depository is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to Company, at its option, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of the Notes as Physical Securities or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing con- tinuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities Notes and the Trustee is entitled to rely upon any electronic instructions from beneficial owners to the Holder of such seriesany Global Security.
(g) Neither The Company, the Trustee nor any Agent and the Agents shall have any responsibility not be responsible for any actions taken acts or not taken by omissions of a Depository, for any Depository records of beneficial ownership interests or for any transactions of the DepositaryDepository and beneficial owners.
Appears in 1 contract
Samples: Indenture (Bedding Experts Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Holder. Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Outstanding Securities shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interest.
(d) Security. In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) . In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominations.
(f) The registered holder of denominations and the same tenor. Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02. The Holder of the Global Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06the Depositary. Members of, or participants in, the Depositary (“Agent Members”"PARTICIPANTS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and the Securities Agent and any agent of the Company or Company, the Trustee and the Securities Agent as the absolute owner of such the Global Security for all purposes whatsoeverwhatsoever and the beneficial owners of the Securities will be entitled only to those rights and benefits afforded to them in accordance with the Depositary's regular operating procedures. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, the Securities Agent or any agent of the Company Company, the Trustee or the Trustee, Securities Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depositary, or its nominee, as the case may be, or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a "clearing agency" registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSECTION 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gE) Neither Notwithstanding any other provisions in this Indenture, so long as a Security is a Global Security, the Trustee nor any Agent shall have any responsibility for any actions taken or not taken parties hereto will be bound at all times by the Depositaryapplicable procedures of the Depositary with respect to such Security.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth in Section 3.062.16(a). Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(b) shall, except as otherwise provided by Section 2.16, bear the Restricted Securities Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Toreador Resources Corp)
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever; provided, however, that each SLP Global Security shall be subject to the rights under Section 9.02 and Section 10.02(c) of the beneficial owners of such SLP Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, any Securities Agent or any agent of the Company or the Trustee, their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) Depository notifies the Company that it the Depository is unwilling or unable to continue as Depositary depository for such any Global Security, and or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner (via the Depository) of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar (via the Depository) will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow:
(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer of an entire restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to Persons who take delivery thereof in the Trustee for cancellation, and the Company shall execute, and upon receipt form of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such an Unrestricted Global Security, an equal principal amount of Physical Securities of authorized denominations. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depositary, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Certificated Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, if as identified by the Depositary, in exchange for its beneficial interest in the Global Securities if:
(i) the Depositary (A) notifies the Company Issuer that it the Depositary is unwilling or unable to continue as Depositary depositary for such any Global Security, and or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depositary is not appointed by the Company Issuer within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, cessation; or
(ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner of the relevant Securities to issue such Physical Certificated Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Certificated Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar will be an entitled to receive one or more Certificated Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Issuer may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Certificated Securities registered in the name of like tenor the owner of beneficial interests if the Issuer and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Certificated Securities of authorized denominations.
(fd) Any Certificated Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(b) shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such seriescertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(g) Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Toll Brothers Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and this Indenture. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Company notifies the Company Trustee in writing that it the Depository is unwilling no longer willing or unable able to continue act as Depositary for such Global Security, a Depository or the Depository ceases to be registered as a clearing agency under the Exchange Act and a successor depositary Depository is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days notice of such noticecessation, (ii) the Company executes and delivers to Company, at its option, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of the Securities in certificated form under the Indenture or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount at maturity of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to subparagraph (b), (c) or (d) of this Section 2.15 shall, except as otherwise provided by Section 2.16 hereof, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Hvide Marine Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially Note shall (i) be registered in the name of the Depositary for such Global Securities Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in required by Section 3.062.6(e). Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.
(b) Transfers of a Global Security Note shall be limited to transfers of such Global Security Note in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners Beneficial interests in a Global Security Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Physical Securities Certificated Notes shall be transferred to all owners of a beneficial owners interest in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Security, Notes and a successor depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or (Bii) or the Depositary ceases to be qualified to serve as Depositary and a successor depositary is not appointed by “clearing agency” registered under the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical SecuritiesExchange Act.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security Note to owners of beneficial owners interests pursuant to paragraph clause (b) of this Section, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company an Issuer Order the Trustee shall authenticate and deliver, to each owner of a beneficial owner interest identified by the Depositary in exchange for its beneficial interest in such Global Security, Note an equal aggregate principal amount at maturity of Physical Securities Certificated Notes of authorized denominations.
(fd) The registered holder of a Global Security Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold interests an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or any Note.
(e) Each Global Note shall bear the Securities Global Note Legend on the face thereof.
(f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such seriesGlobal Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian at the direction of the Trustee, to reflect such reduction.
(g) Neither General provisions relating to transfers and exchanges:
(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14, 4.16 and 9.5 hereto).
(iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.
(iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary.
(vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Agent Certificated Note in exchange for a Global Note.
(vii) Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.
(viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any responsibility for restrictions on transfer imposed under this Indenture or under applicable law with respect to any actions taken transfer of any interest in any Note (including any transfers between or not taken among Agent Members or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by the Depositaryterms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Samples: Indenture (Louisiana-Pacific Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for certificated Securities ("Physical Securities") in accordance with the rules and procedures of the DepositaryDepository. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company Issuers that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company Issuers within 90 30 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferredtransferred or exchanged, and the Company Issuers shall executeexecute (and any Subsidiary Guarantor shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee Trustee, pursuant to instructions set forth in an Officers' Certificate from each of the Issuers, shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer or exchange of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall executeexecute (and any Subsidiary Guarantor shall execute the Subsidiary Guarantee endorsed thereon), and upon receipt the Trustee, pursuant to instructions set forth in an Officers' Certificate from each of a Company Order the Trustee Issuers, shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fe) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any person, including Agent Members Participants and persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.Securities. 41 -34- ARTICLE THREE
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06Exhibit B hereto. --------- Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the DepositaryDepository and the provisions of Section 3.14. In additionTransfer of Global Securities shall be limited to transfers in whole, Physical but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may not be transferred or exchanged for physical secu rities, except that physical securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, or that it will cease to be a "Clearing Agency" under the Exchange Act, and in either case a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Security Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securitiesphysical securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form The Holder of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (United Rentals Inc /De)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default with respect to such Global Security and the Outstanding Securities of which such series shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice requested that Physical Securities be issued or (C) the Company has occurred and is continuing and decided to discontinue use of book-entry transfers through the Registrar has received Depositary (or a request from a beneficial owner to issue such Physical Securitiessuccessor Depositary).
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Avon Products Inc)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary Depository for such Global the Securities or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee Securities Custodian as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. required hereby.
(B) Members of, or participants in, the Depositary Depository for the Securities (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositarysuch Depository, or the Trustee Securities Custodian as its custodian, or under the Global Security, and the Depositary shall such Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary such Depository or impair, as between the Depositary such Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bC) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary Depository for such seriesthe Securities, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by such Depository, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) such Depository notifies the Company that it such Depository is unwilling or unable to continue as Depositary depository for any Global Security (or such Global Security, Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner such Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eD) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.17(C), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order the Trustee shall Order, authenticate and deliver, to each beneficial owner identified by the Depositary Depository for the Securities in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fE) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security, pursuant to Section 2.17(C) shall, except as otherwise provided by Section 2.18, bear the Private Placement Legend. Any Physical Security delivered in exchange for an interest in a Global Security pursuant to Section 2.17(C), except as otherwise permitted by Section 2.18(E), shall bear the Canadian Legend.
(F) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gG) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(H) Neither the Trustee Trustee, the Securities Custodian nor any Securities Agent shall have any responsibility or liability for the performance by the Depository of its direct or indirect participants of their respective obligations under the rules and procedures governing their operations, or for any actions taken or not taken by the DepositaryDepository.
Appears in 1 contract
Samples: Indenture (Fortuna Silver Mines Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for certificated Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.12. In addition, Physical certificated Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice requested that certificated Securities be issued or (C) the Company has occurred and is continuing and decided to discontinue use of book-entry transfers through the Registrar has received Depositary (or a successor Depositary); provided that Holders of Securities in the form of permanent certificated Securities in registered form shall have the right, subject to applicable law, to request from a beneficial owner to issue that such Physical SecuritiesSecurities be exchanged for interests in the Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more certificated Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical certificated Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical certificated Securities of authorized denominations.
(e) Any certificated Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except if the requested transfer is after May 11, 2000, bear the legend regarding transfer restrictions applicable to the certificated Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Avon Products Inc)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(B) shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(E) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each Global Security initially Note shall (i) be registered in the name of the Depositary for such Global Securities Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in required by Section 3.062.6(e) . Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.
(b) Transfers of a Global Security Note shall be limited to transfers of such Global Security Note in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners Beneficial interests in a Global Security Note may be transferred in accordance with Section 2.14 and the rules and procedures of the Depositary. In addition, Physical Securities Certificated Notes shall be transferred to all owners of a beneficial owners interest in exchange for their beneficial interests in a Global Security, only if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Security, Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 ninety (90) days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security Note to owners of beneficial owners interests pursuant to paragraph clause (b) of this SectionSection 2.6, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company an Authentication Order the Trustee shall authenticate and deliver, to each owner of a beneficial owner interest identified in writing by the Depositary in exchange for its beneficial interest in such Global Security, Note an equal aggregate principal amount of Physical Securities Certificated Notes of authorized denominations.
(fd) The registered holder of a Global Security Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold interests an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or any Note.
(e) Each Global Note shall bear the Securities Global Note Legend on the face thereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend.
(f) At such seriestime as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian at the direction of the Trustee, to reflect such reduction.
(g) Neither General provisions relating to transfers and exchanges, subject to Section 2.14:
(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto).
(iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.
(iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any mailing of a notice of Notes selected for redemption under Section 3.2 and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.
(vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Agent Certificated Note in exchange for a Global Note.
(vii) Each Holder agrees to provide indemnity reasonably satisfactory to the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.
(viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any responsibility for restrictions on transfer imposed under this Indenture or under applicable law with respect to any actions taken transfer of any interest in any Note (including any transfers between or not taken among Agent Members or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by the Depositaryterms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Samples: Indenture (Tembec Industries Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepository and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company Issuers that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company Issuers within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither and the Trustee nor is entitled to rely upon any Agent shall have electronic instructions from beneficial owners to the Holder of any responsibility for any actions taken or not taken by the DepositaryGlobal Security.
Appears in 1 contract
Samples: Indenture (Aas Capital Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (i) such Depositary has notified the Company that the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (B) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such noticenotification, (ii) the Company executes there shall have occurred and delivers be continuing an Event of Default with respect to the Trustee a Company Order that such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 10.02 and the Holder requests that Physical Securities be so transferable, registrable and exchangeable, and such transfers shall be registrable, issued or (iii) an Event of Default of which the Company, at its option, notifies the Trustee has actual notice has occurred and is continuing and that it elects to cause the Registrar has received a request from a beneficial owner to issue such issuance of Physical Securities, subject to applicable procedures of the Depositary.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by Section 3.05(a) or (b), bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Rovi Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. 59 Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 3.17. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount at maturity of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.principal amount of authorized denominations. 60
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount at maturity of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to subparagraphs (b) or (c) of this Section 3.16 shall, except as otherwise provided by paragraphs (a)(l)(x) and (c) of Section 3.17, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A-1.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Golden Sky Systems Inc)
Book-Entry Provisions for Global Securities. Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities shall be deposited with the Depositary for such Notes or its custodian (ainitially, the Trustee) Each Global Security initially (and shall (i) be registered in the name of the such Depositary or its nominee). The Depositary for such Global Securities or the nominee Notes shall be DTC unless the Company appoints a successor Depositary by delivery of such Depositary, (ii) be delivered a Company Order to the Trustee specifying such successor Depositary. All payments on a Global Security will be made to DTC or its nominee, as custodian for the case may be, as the registered owner and Holder of such Global Security. The Company will be fully discharged by payment to or to the order of such Depositary and (iii) bear legends as set forth from any responsibility or liability in Section 3.06respect of each amount so paid. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with Upon receipt of any such payment in respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the of a Global Security, and DTC will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner principal amount of such Global Security as shown on the records of DTC. Unless and until it is exchanged in whole or in part for all purposes whatsoever. Notwithstanding Physical Notes in accordance with this Section 2.15, a Global Security may not be transferred except as a whole by the foregoing, nothing herein shall prevent the Company, the Trustee relevant Depositary or any agent nominee thereof to another nominee of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairto a successor of Depositary or a nominee of such successor. Owners of beneficial interests in Global Securities shall be entitled or required, as between the Depositary and its Agent Memberscase may be, but only under the operation circumstances described in this Section 2.15, to receive physical delivery of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of Physical Notes. Interests in a Global Security shall be limited to transfers of such Global Security in wholeexchangeable or transferable, but not in partas the case may be, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Notes if (i) the Depositary (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, (ii) DTC ceases to be a "Clearing Agency" registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days 120 days, (iii) if permitted by DTC the Company at its option notifies the Trustee in writing that it elects to cause the issuance of such noticePhysical Notes, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iiiiv) an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect thereto and DTC notifies the Registrar has received a request from a beneficial owner Trustee that it wishes to issue effect such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery exchange or transfer. Upon the occurrence of any of the events described in the form of an interest in another Global Security representing securities of preceding sentence, the same series will, upon transfer, cease Company shall cause the appropriate Physical Notes to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject delivered to all transfer restrictions, if any, and other procedures applicable to the owners of beneficial interests in the Global Securities or the Participants in DTC through which such other Global Security owners hold their beneficial interest. Physical Notes shall be exchangeable or transferable for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more other Physical Securities of like tenor and amountNotes as described herein.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Huntsman LLC)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.06. 2.02.
(b) Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with in respect to of any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default in respect of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Outstanding Securities shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interestSecurity.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (bc) of this Section 3.08, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and and, upon receipt of a Company Order, the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (bc) of this SectionSection 3.08, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and and, upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) The registered holder of Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to clause (c) or (d) of this Section 3.08 shall, except as otherwise provided by clause (c) of Section 3.09, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(g) The Holder of the Global Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member of, or a participant in, the Depositary, or other Person in respect of the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, in respect of any ownership interest in the Securities or in respect of the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or in respect of such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary in respect of its members, participants and any beneficial owners.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever; provided, however, that each SLP Global Security shall be subject to the rights under Section 10.02(c) of the beneficial owners of such SLP Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, any Securities Agent or any agent of the Company or the Trustee, their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) Depository notifies the Company that it the Depository is unwilling or unable to continue as Depositary depository for such any Global Security, and or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner (via the Depository) of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar (via the Depository) will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow:
(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer of an entire restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to Persons who take delivery thereof in the Trustee for cancellation, and the Company shall execute, and upon receipt form of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such an Unrestricted Global Security, an equal principal amount of Physical Securities of authorized denominations. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Motorola Solutions, Inc.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security. Through and including the 40th day after the Issue Date (such period through and including such 40th day, the “Restricted Period”), beneficial interests in the Regulation S Global Securities may be held only through the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) (as indirect Participants), unless transferred to a person that takes delivery through a Rule 144A Global Note in accordance with the requirements specified in paragraph (g) of this Section 2.15 of this Indenture.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities only in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Depository and the provisions of Section 2.17 if (i) the Depositary Depository (Aa) notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (Bb) ceases has ceased to be qualified to serve as Depositary and a successor depositary is not appointed by clearing agency registered under the Company within 90 days of such notice, Exchange Act; (ii) the Company executes and delivers to notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of the Physical Securities; or (iii) a Default or an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securitiescontinuing.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and delivermake available for delivery, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.17, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither Prior to the expiration of the Restricted Period, beneficial ownership in the Regulation S Global Securities may be exchanged for beneficial interests in the Rule 144A Global Securities only if: (i) such exchange occurs in connection with a transfer of the Securities pursuant to Rule 144A; and (ii) the transferor delivers to the Trustee nor any Agent shall have any responsibility a written certificate (substantially in the form of Exhibit G hereto) to the effect that the Securities are being transferred to a Person (A) who the transferor reasonably believes to be a qualified institutional buyer within the meaning of Rule 144A, (B) purchasing for any actions taken its own account or not taken by the Depositaryaccount of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A and (C) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.
(h) Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Securities only if the transferor delivers to the Trustee a written certificate (substantially in the form of Exhibit F hereto) to the effect that (i) such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and (ii) that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.
Appears in 1 contract
Samples: Indenture (Leslies Poolmart Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall be treated by the Company, the Trustee and each Guarantor and any agent of the Company or Company, the Trustee and each Guarantor as the absolute owner of such Global Security for all purposes whatsoever. All notices and communications to be given to the Holders of any series of Securities and all payments to be made to such Holders under such Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee, the Company and each Guarantor and any agent of the Company, the Trustee and each Guarantor may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or and each Guarantor and any agent of the Company or Company, the TrusteeTrustee and each Guarantor, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and time, in its sole discretion discretion, determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, tenor and terms will authenticate and deliver deliver, such Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of subject to such series determination by the Company, in exchange for such Global Security or SecuritiesSecurities of like tenor and terms. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeableexchangeable for Physical Securities, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to the beneficial owners thereof pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner thereof identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder Holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Company, the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the DepositaryDepositary or with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof.
Appears in 1 contract
Samples: Indenture (Warner Chilcott LTD)
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever; provided, however, that each Sponsor Global Security shall be subject to the rights under Section 9.02 and Section 10.02(c) of the beneficial owners of such Sponsor Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, any Securities Agent or any agent of the Company or the Trustee, their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers . Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) Depository notifies the Company that it the Depository is unwilling or unable to continue as Depositary depository for such any Global Security, and or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner (via the Depository) of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar (via the Depository) will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amount.
the owner of such beneficial interests agree to so exchange. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (ei) In connection or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow: Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer of an entire restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to Persons who take delivery thereof in the Trustee for cancellation, and the Company shall execute, and upon receipt form of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such an Unrestricted Global Security, an equal principal amount of Physical Securities of authorized denominations. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Investment Agreement (Symantec Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends the legend as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 4.02 and any Holder requests that Physical Securities be issued or (C) the Company has received a request from a beneficial owner to issue such Physical determined in its sole discretion that the Securities shall no longer be represented by Global Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The U.S. Global Security and Offshore Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.03. Members of, or participants in, the Depositary (“"Agent Members”" ) shall have no rights under this Indenture indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company Com- pany or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary De- positary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security Secu- rity may be transferred in accordance with the rules and procedures of the DepositaryDe- positary and the provisions of Section 2.09. In addition, U.S. Physical Secu- rities and Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the U.S. Global Security or the Offshore Global Security, respectively, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Security or the Offshore Global Security, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a the U.S. Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08and Section 2.09 (a)(ii), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Security in an amount equal to the principal amount of the beneficial interest in such the U.S. Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more U.S. Physical Securities of like tenor and amount.
. (e) In connection with the transfer of an the entire U.S. Global Security or Offshore Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the U.S. Global Security or Offshore Global Security, as the case may be, shall be deemed to be surrendered to the Trustee for cancellationcancella- tion, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by the Depositary Depos- itary in exchange for its beneficial interest in such the U.S. Global Security or Offshore Global Security, as the case may be, an equal aggregate principal amount of U.S. Physical Securities or Offshore Physical Securities, as the case may be, of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security shall in whole or in part may be limited to transfers registered, in the name of such Global Security in whole, but not in part, to any Person other than the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if nominee thereof unless (i) the Company notifies the Trustee in writing that such Depositary (A) notifies has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, Security or (B) ceases has ceased to be qualified a clearing agency registered as such under the Exchange Act, and in either case the Company fails to serve as Depositary and appoint a successor depositary is not appointed by the Company Depositary within 90 days of such noticedays, (ii) the Company Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) 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 with respect to such Global Security.
(c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so transferablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, registrable or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 3.06(c) and exchangeableas otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such transfers names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be registrableentitled to rely upon any order, direction or (iii) an Event request of Default of the Depositary or its authorized representative which is given or made pursuant to this Article III if such order, direction or request is given or made in accordance with the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical SecuritiesApplicable Procedures.
(cd) Any Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
(e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to will be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferredshown only on, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security interest shall be deemed to be surrendered to the Trustee for cancellationeffected only through, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified records maintained by the Depositary in exchange for or its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through nominee or its Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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Book-Entry Provisions for Global Securities. (a) Each The U.S. Global Security and Offshore Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iiiii) bear legends as set forth in Section 3.062.05. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 2.08. In addition, U.S. Physical Securities and Offshore Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the U.S. Global Security or the Offshore Global Security, respectively, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Security or the Offshore Global Security, as the case may be, and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) ii an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a one of the Global Security Securities that is transferred to a person who takes delivery in the form of an interest in another the other Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a the U.S. Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.082.07, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the U.S. Global Security in an amount equal to the principal amount of the beneficial interest in such the U.S. Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more U.S. Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire U.S. Global Security or Offshore Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the U.S. Global Security or Offshore Global Security, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the U.S. Global Security or Offshore Global Security, as the case may be, an equal aggregate principal amount of U.S. Physical Securities or Offshore Physical Securities, as the case may be, of authorized denominations.
(f) Any U.S. Physical Security delivered in exchange for an interest in the U.S. Global Security pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph 2.08(e), bear the legend regarding transfer restrictions applicable to the U.S. Physical Security set forth in Section 2.05.
(g) Any Offshore Physical Security delivered in exchange for an interest in the Offshore Global Security pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph 2.08(e), bear the legend regarding transfer restrictions applicable to the Offshore Physical Security set forth in Section 2.05.
(h) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Vencor Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. If at any time the Depositary for the Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be qualified to serve as the Depositary, the Company shall appoint a successor depositary with respect to the Securities of such series. If a successor depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate Principal Amount equal to the Principal Amount of the Global Securities or Securities of such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount Principal Amount equal to the principal amount Principal Amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a one of the Global Security Securities that is transferred to a person who takes delivery in the form of an interest in another the other Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount Principal Amount of such Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount Principal Amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Home Depot Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepositary and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Security, Security and a successor depositary Depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary beneficial
(d) Any Physical Security constituting a Restricted Security delivered in exchange for its beneficial an interest in such a Global SecuritySecurity pursuant to paragraph (b) of this Section 2.15 shall, an equal principal amount of Physical Securities of authorized denominationsexcept as otherwise provided by Section 2.16, bear the Private Placement Legend.
(fe) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Scot Inc)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary Depository for such Global the Securities or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06required hereby. Members of, or participants in, the Depositary Depository for the Securities (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositarysuch Depository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall such Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary such Depository or impair, as between the Depositary such Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary Depository for such seriesthe Securities, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that Notwithstanding the Securities fourth (4th) paragraph of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount Section 3.5 of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In additionBase Indenture, Physical Securities shall be transferred to all beneficial owners owners, as identified by such Depository, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) such Depository notifies the Company that it such Depository is unwilling or unable to continue as Depositary depositary for any Global Security (or such Global Security, Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner such Depository to issue such Physical Securities. This Section 2.12(B) shall replace the fourth (4th) paragraph of Section 3.5 of the Base Indenture for purposes of the Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.12(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository for the Securities in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities, if issued, initially shall (i) be registered in the name of the Depositary for such Global Securities Depositary, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depositary, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depositary, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for such any Global Security, and or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(b), shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities.
(f) Neither the Trustee nor any Securities Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such seriescertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(g) Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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Book-Entry Provisions for Global Securities. (a) Each The Securities of an applicable series initially shall be represented by one or more Securities of such series in registered, global form without interest coupons (“Global Security Securities”). The Global Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, the Depository for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06Depository. Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Security, and the Depositary shall Securities. The Depository may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of the Depository with respect to such Global Security, for the records of the Depository, including records in respect of the beneficial owners of any such Global Security, for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Member and/or any Holder or beneficial owner of such Global Security, or for any transfers of beneficial interests in any such Global Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.18. In addition, a Global Security may shall be transferred exchangeable for Physical Securities (i) if requested by a holder of such interests upon receipt by the Trustee of written instructions from the Depository or its nominee on behalf of any beneficial owner and in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Depository and provisions of this Section 2.17 or (ii) if (i) the Depositary (A) Depository notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for such Global Security, Security and the Issuer thereupon fail to appoint a successor depositary is not appointed by the Company depository within 90 120 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) if the Depository has ceased to be a clearing agency registered under the Exchange Act or (iv) if there shall have occurred and be continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Depository has received a request from a requested such exchange. In all cases, Physical Securities delivered in exchange for any Global Security or beneficial owner to issue such Physical Securitiesinterests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security as an entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.16(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall executeexecute and, and upon receipt of a Company Order written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit B. 48 -41- Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 3.15. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amountprincipal amount of authorized denominations.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount at maturity of Physical Securities of like tenor of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to subparagraphs (b) or (c) of this Section 3.14 shall, except as otherwise provided by paragraphs (a)(l)(x) and (c) of Section 3.15, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth in Exhibit A-1. 49 -42-
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Optel Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository, its successors or the nominee of such Depositarytheir respective nominees, (ii) be delivered to the Trustee as custodian for such Depositary the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends as set forth in such Global Securities are required to bear under Section 3.062.17. Members of, or participants in, the Depositary Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever; provided, however, that each SLA Global Security shall be subject to the rights under Section 10.02(c) and Section 13.01 of the beneficial owners of such SLA Global Security; provided, that under no circumstances shall the Trustee or any Securities Agent be charged with knowledge of the terms of the Investment Agreement or be liable or responsible for any failure by the Company or any party thereto to perform or otherwise comply with its obligations under the Investment Agreement or under this Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Trustee, any Securities Agent or any agent of the Company or the Trustee, their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all each owner of a beneficial owners in exchange for their beneficial interests interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depositary (A) Depository notifies the Company that it the Depository is unwilling or unable to continue as Depositary depository for such any Global Security, and or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depository is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner (via the Depository) of the relevant Securities to issue such Physical Securities.
. For the avoidance of doubt, if any event described in clause (ci) Any of the immediately preceding sentence occurs, any owner of a beneficial interest in a any Global Security that is transferred will be entitled to a person who takes delivery receive one or more Physical Securities in exchange for its beneficial interest or interests in the form of an interest Global Securities, and if any event described in another Global Security representing securities clause (ii) of the same series willimmediately preceding sentence occurs, upon transfer, cease only the beneficial owner that has made a written request to the Registrar (via the Depository) will be an entitled to receive one or more Physical Securities in exchange for its beneficial interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial or interests in such other the Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the Securities. The Company may also exchange beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities registered in the name of like tenor the owner of beneficial interests if the Company and amountthe owner of such beneficial interests agree to so exchange.
(ec) In connection The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow:
(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer of an entire restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to Persons who take delivery thereof in the Trustee for cancellation, and the Company shall execute, and upon receipt form of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such an Unrestricted Global Security, an equal principal amount of Physical Securities of authorized denominations. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Motorola Solutions, Inc.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06. Exhibit C. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepository and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Lin Television Corp)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends the legend as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall, upon receipt of a Company Order the Trustee shall Order, authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Terremark Worldwide Inc)
Book-Entry Provisions for Global Securities. (a) Each Securities, including without limitation the Initial Securities, shall be initially represented by one or more Global Security Securities bearing legends as set forth in Exhibit B. The Global Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, in each case for credit to an account of an Agent Member and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06Depository. Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global SecuritySecurities, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 205. In addition, a Global Security shall be exchangeable for Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary Depository (Ax) notifies the Company that it is unwilling or unable to continue as Depositary depository for such Global Security, Security and the Company thereupon fails to appoint a successor depositary is not appointed by the Company depository within 90 days of such notice, or (By) ceases has ceased to be qualified to serve as Depositary and a successor depositary is not appointed by clearing agency registered under the Company within 90 days of such notice, Exchange Act or (ii) the Company executes there shall have occurred and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default with respect to the Securities and a Holder shall so request (in accordance with the Depository’s customary procedures). In all cases, Physical Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical SecuritiesDepository (in accordance with its customary procedures).
(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners of Physical Securities pursuant to paragraph (b), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred or exchanged, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(d) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b), the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any beneficial interest in a one of the Global Security Securities that is transferred to a person Person who takes delivery in the form of an interest in another Global Security representing securities of the same series willshall, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will shall thereafter be subject to all transfer restrictions, if any, restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (HomeCare Labs, Inc.)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such DepositaryDepositary for the Global Securities, (ii) be delivered to deposited with, or on behalf of, the Trustee Depositary or with the Trustee, as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06. Exhibit C. --------- Members of, or participants in, the Depositary (“Agent Members”"Participants") shall ------------ have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the Depositary. In additionDepositary and the provisions of Section 2.16; provided, however, that Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if Securities (i) if requested by a Holder of such interests or (ii) if the Depositary (A) notifies the Company and the Company notifies the Trustee that it is unwilling or unable to continue as Depositary for such any Global Security, Security and a successor depositary Depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute (and, in the case of the Guarantees, the Guarantors shall execute), and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of Global Securities as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such the Global Security Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute (and, in the case of the Guarantees, the Guarantors shall execute), and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in accordance with Section 3.06. 3.01.
(b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.11. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Securities then Outstanding shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interestSecurity.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (bc) of this Section 3.083.10, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (bc) of this SectionSection 3.10, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to clause (c) or (d) of this Section 3.10 shall, except as otherwise provided by clause (c) of Section 3.11, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in accordance with Section 3.01.
(g) The registered holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary with respect to its members, participants and any beneficial owners.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends the legend as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities only if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing with respect to such Global Security and the Registrar Outstanding Securities shall have become due and payable pursuant to Section 7.02 and any Holder requests that Physical Securities be issued or (C) the Company has received a request from a beneficial owner to issue such Physical determined in its sole discretion that the Securities shall no longer be represented by Global Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Gold Reserve Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(c) shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Terremark Worldwide Inc)
Book-Entry Provisions for Global Securities. (a) Each The U.S. Global Security Securities and Offshore Global Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.03 hereof. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Security, and the Depositary shall may be treated by the CompanyIssuer, the Guarantors, the Trustee and any agent of the Company Issuer, the Guarantors or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Guarantors, the Trustee or any agent of the Company Issuer, the Guarantors or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Beneficial Owner of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners Beneficial Owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the DepositaryDepositary and the provisions of Section 2.11 hereof. In addition, U.S. Physical Securities and Offshore Physical Securities shall be transferred to all beneficial owners Beneficial Owners in exchange for their beneficial interests in a the U.S. Global SecuritySecurities of the same series or the Offshore Global Securities of the same series, respectively, if (i) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such U.S. Global SecuritySecurities or Offshore Global Securities, as the case may be, and a successor depositary is not appointed by the Company Issuer within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request to the foregoing effect from a beneficial owner to issue such Physical Securitiesthe Depositary.
(c) Any beneficial interest in a one of the Global Security Securities that is transferred to a person Person who takes delivery in the form of an interest in another the other Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.082.10 of a portion of the beneficial interests in the U.S. Global Securities of a series to Beneficial Owners who are required to hold U.S. Physical Securities of the same series, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Security Securities in an amount equal to the principal amount of the beneficial interest in such U.S. Global Security Securities to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more U.S. Physical Securities of like tenor and amountamount of the same series.
(e) In connection with the transfer of an the entire U.S. Global Security Securities or Offshore Global Securities of a series to beneficial owners Beneficial Owners pursuant to paragraph (b) of this SectionSection 2.10, such U.S. Global Security Securities or Offshore Global Securities, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such U.S. Global SecuritySecurities or Offshore Global Securities, as the case may be, an equal aggregate principal amount of U.S. Physical Securities or Offshore Physical Securities of the same series, as the case may be, of authorized denominations.
(f) Any U.S. Physical Security delivered in exchange for an interest in the U.S. Global Securities of the same series pursuant to paragraph (b) or (d) of this Section 2.10 shall, except as otherwise provided by paragraph (d)(i)(x) and paragraph (e) of Section 2.11 hereof, bear the legend regarding transfer restrictions applicable to such U.S. Physical Security set forth in Section 2.03 hereof.
(g) Any Offshore Physical Security delivered in exchange for an interest in the Offshore Global Securities of the same series pursuant to paragraph (b) of this Section 2.10 shall, except as otherwise provided by paragraph (e) of Section 2.11 hereof, bear the legend regarding transfer restrictions applicable to such Offshore Physical Security set forth in Section 2.03 hereof.
(h) The registered holder of a Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gi) Neither QIBs that are Beneficial Owners of interests in a Global Security may receive Physical Securities of the same series (which shall bear the Private Placement Legend if required by Section 2.03 hereof) in accordance with the procedures of the Depositary; in connection with the execution, authentication and delivery of such Physical Securities, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant Global Security equal to the principal amount of such Physical Securities and the Issuer shall execute and the Trustee nor any Agent shall have any responsibility for any actions taken authenticate and deliver one or not taken by more Physical Securities of the Depositarysame series having an equal aggregate principal amount.
Appears in 1 contract
Samples: Indenture (Kansas City Southern)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06Exhibit C hereto. --------- Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company Company, or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers Transfer of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may not be transferred in accordance with the rules and procedures of the Depositary. In additionor exchanged for physical securities, Physical Securities except that physical securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, or that it will cease to be a "Clearing Agency" under the Exchange Act, and in either case a successor depositary Depository is not appointed by the Company within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depository to issue such Physical Securitiesphysical securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form Holder of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Fox Kids Worldwide Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends the legend for Global Securities as set forth in Section 3.06Exhibit B(II). Members of, or participants in, the Depositary (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security Permanent certificated Securities in wholeregistered form, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global set forth in Exhibit A (the "Physical Securities. In such event"), the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Security, Security and a successor depositary Depositary is not appointed by the Company or the Depository within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the aggregate principal amount of such Global Security in an amount equal to the aggregate initial aggregate principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, execute and the Trustee shall authenticate and make available for delivery, deliver one or more Physical Securities of like tenor and amountauthorized denominations in an aggregate principal amount equal to the aggregate principal amount of the beneficial interest in the Global Security so transferred.
(ed) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(f) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Scios Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, Depositary and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.062.5. Except as described in this Article II, owners of interests in the Global Securities shall not have Securities registered in their names, will not receive physical delivery of Securities in definitive form and will not be considered the registered owners or holders thereof under this Indenture for any purpose. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Security, Security and the Depositary shall and/or its nominee may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued Beneficial interests in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the Depositary. In addition, Physical definitive Securities in physical form shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Security if (i) the Depositary (A) notifies the Company Issuer that it is unwilling or unable to continue as Depositary for such the Global Security, Security and a successor depositary Depositary is not appointed by the Company Issuer within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes there shall have occurred and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default or any event which after notice or lapse of which time or both would be an Event of Default with respect to the Securities. Securities issued in definitive form will be in fully registered form, without coupons, in minimum denominations of $50 and integral multiples of $50 above that amount. Upon issuance of Securities in definitive form, the Trustee has actual notice has occurred is required to register Securities in the name of, and is continuing and cause the Registrar has received a request from a Securities to be delivered to, the person or persons (or nominee thereof) identified as the beneficial owner to issue such Physical Securitiesowners as the Depositary shall direct.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests interest in a Global Security to beneficial owners a transferee receiving definitive Securities in physical form pursuant to paragraph (b) of this Section 3.08Section, the Registrar shall reflect on its books and records the date and a the decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical definitive Securities in physical form of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical definitive Securities in physical form or of authorized denominations.
(fe) The registered holder of a the Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Weirton Steel Corp)
Book-Entry Provisions for Global Securities. (aA) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such the Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth in Section 3.062.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bB) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of In addition, one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for such any Global Security, and or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor depositary Depositary is not appointed by the Company within 90 ninety (90) days of such notice, notice or cessation or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a the beneficial owner of the relevant Securities to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(eC) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15(B), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fD) Any Physical Security delivered in exchange for an interest in a Global Security that bears the Security Private Placement Legend pursuant to Section 2.15(B) shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend.
(E) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gF) Neither The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the Trustee nor transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(G) None of the Trustee, any Securities Agent or the Initial Purchaser shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Accuray Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 3.06Exhibit B hereto. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Security, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 3.14. Transfer of Global Securities shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. In additionInterests of beneficial owners in the Global Securities may not be transferred or exchanged for physical securities, Physical Securities except that physical securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Security, or that it will cease to be a “Clearing Agency” under the Exchange Act, and in either case a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to Company, in its sole discretion, notifies the Trustee a Company Order in writing that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, it elects to cause the issuance of Certificated Securities under this Indenture or (iii) an Event of Default entitling the Holders to accelerate the maturity of which the Trustee has actual notice Securities has occurred and is continuing and the Security Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securitiesphysical securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form The Holder of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominations.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (United Rentals Gulf Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.06. accordance with Sections 3.01 and 3.02.
(b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(bc) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.11. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner with respect to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and the Securities then Outstanding shall have become an interest due and payable pursuant to Section 5.02 and the Trustee requests that Physical Securities be issued; provided that Holders of Physical Securities offered and sold in such other Global Security andreliance on Rule 144A shall have the right, accordingly, will thereafter be subject to all transfer restrictionsapplicable law, if any, and other procedures applicable to beneficial request that such Securities be exchanged for interests in such other the applicable Global Security for as long as it remains such an interestSecurity.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (bc) of this Section 3.083.10, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (bc) of this SectionSection 3.10, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(f) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to clause (c), (d) or (e) of this Section 3.10 shall, except as otherwise provided by clause (c) of Section 3.11, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in accordance with Sections 3.01 and 3.02.
(g) The registered holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither the The Trustee nor any Agent shall have no responsibility or obligation to any responsibility for beneficial owner of a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any actions taken participant or not taken member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the DepositaryDepositary with respect to its members, participants and any beneficial owners.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary Depositary, and (iii) bear legends as set forth in Section 3.06required by SECTION 2.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners owners, as identified by the Depositary, in exchange for their beneficial interests in a Global Security, Securities only if (i) the Depositary (A) notifies the Company that it the Depositary is unwilling or unable to continue as depositary for any Global Security (or the Depositary for such Global Security, ceases to be a “clearing agency” registered under Section 17A of the Exchange Act) and a successor depositary Depositary is not appointed by the Company within 90 days of such noticenotice or cessation, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from a beneficial owner the Depositary to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire a Global Security in its entirety to beneficial owners pursuant to paragraph (b) of this SectionSECTION 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to SECTION 2.15(b) shall, except as otherwise provided by SECTION 2.16(b), bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Charys Holding Co Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.12. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification or of the Company becoming aware of such event, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice requested that Physical Securities be issued or (C) the Company has occurred decided to discontinue use of book-entry transfers through the Depositary (or a successor Depositary); provided that Holders of Securities offered and is continuing and sold in reliance on Rule 144A or Regulation S in the Registrar has received a form of permanent certificated Securities in registered form shall have the right, subject to applicable law, to request from a beneficial owner to issue that such Physical SecuritiesSecurities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security in an amount equal to the principal amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Section), such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.12, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Avon Products Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as custodian for such Depositary Depository and (iii) bear legends as set forth in Section 3.06Exhibit C-2. ----------- Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any ------------ Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(b) Transfers of a Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities may be transferred or exchanged for Physical Securities in accordance with the rules and procedures of the DepositaryDepository and the provisions of Section 2.16. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, Securities if (i) the Depositary (A) Depository either notifies the Company that it is unwilling or unable to continue as Depositary Depository for such any Global Security, Security and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (B) ceases has ceased to be qualified to serve as Depositary and a successor depositary is not appointed by clearing agency registered under the Company within 90 days of such noticeExchange Act, (ii) the Company executes and delivers an Officers' Certificate to the Trustee a and the Registrar stating that the Company Order that elects to cause such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, exchange or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner the Depository to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any the transfer of a portion of the beneficial interests in a Global Security Securities as an entirety to beneficial owners pursuant to paragraph (b) of this Section 3.082.15, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global SecuritySecurities, an equal aggregate principal amount of Physical Securities of authorized denominations.
(fd) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.
(e) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Stoneridge Inc)
Book-Entry Provisions for Global Securities. (a) Each This Section 2.11 shall apply only to a Global Security deposited with or on behalf of the Depositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuers, authenticate and deliver initially shall one or more Global Securities that (i) shall be registered in the name of the Depositary for such Global Securities Cede & Co. or the other nominee of such Depositary, Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for such the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and (iii) bear legends as set forth in Section 3.06the Trustee. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, Depositary or by the Trustee as its custodian, the custodian of the Depositary or under the such Global Security, and the Depositary shall may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of any Security.
(b) Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such series, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security, and a successor depositary is not appointed by the Company within 90 days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a any Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities Security. The provisions of the same series will, upon transfer, cease "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other any Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Securities that are held by participants through Euroclear or Clearstream. The Trustee shall authenticate and make available for delivery, one have <PAGE> 15 no obligation to notify holders of any such procedures or more Physical Securities of like tenor and amount.
(e) In connection to monitor or enforce compliance with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b) of this Section, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal principal amount of Physical Securities of authorized denominationssame.
(f) The registered holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such series.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Jones Apparel Group Inc)
Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such notice, notification or of the Company becoming aware of such event; (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred and is continuing and requests that Physical Securities be issued; or (C) the Registrar has received a request from a beneficial owner Company, at its option, notifies the Trustee that it elects to issue such cause the issuance of Physical Securities, subject to applicable procedures of the Depositary.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph clause (b) of this Section 3.08, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph clause (b) of this SectionSection 3.08, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(fe) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Samples: Indenture (Affymetrix Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially Note shall (i) be registered in the name of the Depositary for such Global Securities Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in required by Section 3.062.6(e). Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global SecurityNote, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any SecurityNote.
(b) Transfers of a Global Security Note shall be limited to transfers of such Global Security Note in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners Beneficial interests in a Global Security Note may be transferred in accordance with Section 2.14 and the rules and procedures of the Depositary. In addition, Physical Securities Certificated Notes shall be transferred to all owners of a beneficial owners interest in exchange for their beneficial interests in a Global Security, only if (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Security, Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 ninety (90) days of such notice, or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) an Event of Default of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such Physical Securities.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of an the entire Global Security Note to owners of beneficial owners interests pursuant to paragraph clause (b) of this SectionSection 2.6, such Global Security Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company an Authentication Order the Trustee shall authenticate and deliver, to each owner of a beneficial owner interest identified by the Depositary in exchange for its beneficial interest in such Global Security, Note an equal aggregate principal amount of Physical Securities Certificated Notes of authorized denominations.
(fd) The registered holder of a Global Security Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold interests an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or any Note.
(e) Each Global Note shall bear the Securities Global Note Legend on the face thereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend.
(f) At such seriestime as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian at the direction of the Trustee, to reflect such reduction.
(g) Neither General provisions relating to transfers and exchanges, subject to Section 2.14:
(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto).
(iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.
(iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.
(vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Agent Certificated Note in exchange for a Global Note.
(vii) Each Holder agrees to provide indemnity reasonably satisfactory to the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.
(viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any responsibility for restrictions on transfer imposed under this Indenture or under applicable law with respect to any actions taken transfer of any interest in any Note (including any transfers between or not taken among Agent Members or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by the Depositaryterms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
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Book-Entry Provisions for Global Securities. (a) Each The Global Security Securities initially shall (i) be registered in the name of the Depositary for such Global Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such the Depositary and (iii) bear legends as set forth on the face of the form of Security in Section 3.062.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary shall may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any SecurityHolder.
(b) Transfers of a the Global Security Securities shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary for such seriesDepositary, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a Global Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a the Global Security, Securities if (A) such Depositary has notified the Company that the Depositary (i) the Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global SecuritySecurity or (ii) has ceased to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and a in either such case, no successor depositary is not Depositary shall have been appointed by the Company within 90 days of such noticenotification, or (B) ceases to there shall have occurred and be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (iii) continuing an Event of Default of which with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 8.02 and the Trustee has actual notice has occurred and is continuing and requests that Physical Securities be issued or (C) the Registrar has received a request from a beneficial owner Company, at its option, notifies the Trustee that it elects to issue such cause the issuance of Physical Securities, subject to applicable procedures of the Depositary; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security.
(c) Any beneficial interest in a Global Security that is transferred to a person who takes delivery in the form of an interest in another Global Security representing securities of the same series will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a the Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount Principal Amount of such the Global Security in an amount equal to the principal amount Principal Amount of the beneficial interest in such the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for deliverydeliver, one or more Physical Securities of like tenor and amount.
(ed) In connection with the transfer of an the entire Global Security to beneficial owners pursuant to paragraph (b) of this Sectionabove, such the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Security, an equal principal amount aggregate Principal Amount of Physical Securities of authorized denominationsdenominations and the same tenor.
(e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by Section 3.05(a) or Section 3.05(b), bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02.
(f) The registered holder Holder of a the Global Security Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(g) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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Samples: Indenture (Xilinx Inc)
Book-Entry Provisions for Global Securities. (a) Each Global Security initially authenticated under this Indenture shall (i) be registered in the name of the Depositary Depository designated for such Global Securities Security or the a nominee of such Depositary, (ii) be thereof and delivered to the Trustee as such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for such Depositary and all purposes of this Indenture
(iiib) bear legends as set forth in Section 3.06. Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Security, and the Depositary shall Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Security.
(bc) Transfers of a Global Security Securities shall be limited to transfers of such Global Security transfer in whole, but not in part, to the Depositary for such seriesDepository, its successors or their respective nominees. The Company may at any time and in its sole discretion determine that the Securities of a series issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series of like tenor, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Interests of beneficial owners in a the Global Security Securities of any series may be transferred or exchanged for Physical Securities of such series in accordance with the rules and procedures of the DepositaryDepository. In addition, a Global Security shall be exchangeable for Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security, if (i) the Depositary Depository (Ax) notifies the Company that it is unwilling or unable to continue as Depositary depository for such Global SecuritySecurity or (y) has ceased to be a clearing agency registered under the Exchange Act, and and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depositary is not appointed by the Company depository within 90 days of such notice, notice or (B) ceases to be qualified to serve as Depositary and a successor depositary is not appointed by the Company within 90 days of such noticecessation, (ii) the Company executes and delivers to Company, at its option, notifies the Trustee a Company Order in writing that it elects to cause the issuance of such Physical Securities in exchange for any or all of the Securities of any series represented by the Global Security shall be so transferable, registrable and exchangeable, and Securities of such transfers shall be registrable, series or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of which the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from a beneficial owner to issue such any series. In all cases, Physical Securities.
(c) Any beneficial interest Securities delivered in a exchange for any Global Security that is transferred to a person who takes delivery or beneficial interests therein shall be registered in the form of an interest names, and issued in another Global Security representing securities any approved denominations, requested by or on behalf of the same series will, upon transfer, cease to be an interest Depository (in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interestaccordance with its customary procedures).
(d) In connection with any transfer or exchange of a portion of the beneficial interests interest in a any Global Security to beneficial owners pursuant to paragraph (b) of this Section 3.08), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such the Global Security of such series in an amount equal to the principal amount of the beneficial interest in such the Global Security of such series to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Securities of like tenor and amount.
(e) In connection with the transfer of Global Securities of any series as an entire Global Security entirety to beneficial owners pursuant to paragraph (b) ), the Global Securities of this Section, such Global Security series shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global Securities of such Global Securityseries, an equal aggregate principal amount of Physical Securities of authorized denominations.
(f) Any beneficial interest in one of the Global Securities of any series that is transferred to a Person who takes delivery in the form of an interest in another Global Security of such series shall, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.
(g) The registered holder Holder of a any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such seriesSecurities.
(gh) Neither None of the Trustee nor Company, the Trustee, any Paying Agent shall or any Registrar will have any responsibility or liability for any actions taken aspect of Depository records relating to, or not taken by payments made on account of, beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any Depository records relating to such beneficial ownership interests, or for transfers of beneficial interests in the DepositarySecurities or any transactions between the Depositary and beneficial owners.
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Samples: Indenture (Airgas Inc)
